Exhibit
10.13

 

EXECUTION
VERSION 

	 



 


DIVCORE
CLO 2013-1, LTD.,

as Issuer,


 


DIVCORE
CLO 2013-1, LLC,

as Co-Issuer,


 


SITUS
ASSET MANAGEMENT LLC,

as Advancing Agent


 


AND


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


INDENTURE


 


Dated
as of December 6, 2013



	 


 



    	 



    	 



    

TABLE
OF CONTENTS


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE 1
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.1	 	Definitions	 	2
	Section 1.2	 	Assumptions as to Collateral	 	42
	Section 1.3	 	Interest Calculation Convention	 	44
	Section 1.4	 	Rounding Convention	 	44
	 	 	 	 	 
	ARTICLE 2
	 	 	 	 	 
	THE NOTES
	 	 	 	 	 
	Section 2.1	 	Forms Generally	 	44
	Section 2.2	 	Forms of Notes and Certificate of Authentication	 	44
	Section 2.3	 	Authorized Amount; Stated Maturity Date; and Denominations	 	46
	Section 2.4	 	Execution, Authentication, Delivery and Dating	 	46
	Section 2.5	 	Registration, Registration of Transfer and Exchange	 	47
	Section 2.6	 	Mutilated, Defaced, Destroyed, Lost or Stolen Note	 	53
	Section 2.7	 	Payment of Principal and Interest and Other Amounts; Principal
    and Interest Rights Preserved	 	54
	Section 2.8	 	Persons Deemed Owners	 	58
	Section 2.9	 	Cancellation	 	58
	Section 2.10	 	Global Securities; Definitive Notes; Temporary Notes	 	59
	Section 2.11	 	U.S. Tax Treatment of Notes and the Issuer	 	60
	Section 2.12	 	Authenticating Agents	 	61
	Section 2.13	 	Forced Sale on Failure to Comply with Restrictions	 	61
	Section 2.14	 	No Gross Up	 	62
	 	 	 	 	 
	ARTICLE 3
	 	 	 	 	 
	CONDITIONS PRECEDENT; PLEDGED
    MORTGAGE LOANS
	 	 	 	 	 
	Section 3.1	 	General Provisions	 	62
	Section 3.2	 	Security for Notes	 	65
	Section 3.3	 	Transfer of Collateral	 	67



 



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	ARTICLE 4
	 	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 	 
	Section 4.1	 	Satisfaction and Discharge of Indenture	 	74
	Section 4.2	 	Application of Amounts held in Trust	 	76
	Section 4.3	 	Repayment of Amounts Held by Paying Agent	 	76
	Section 4.4	 	Limitation on Obligation to Incur Company Administrative Expenses	 	77
	 	 	 	 	 
	ARTICLE 5
	 	 	 	 	 
	REMEDIES
	 	 	 	 	 
	Section 5.1	 	Events of Default	 	77
	Section 5.2	 	Acceleration of Maturity; Rescission and Annulment	 	79
	Section 5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	81
	Section 5.4	 	Remedies	 	83
	Section 5.5	 	Preservation of Collateral	 	85
	Section 5.6	 	Trustee May Enforce Claims Without Possession of Notes	 	86
	Section 5.7	 	Application of Amounts Collected	 	86
	Section 5.8	 	Limitation on Suits	 	86
	Section 5.9	 	Unconditional Rights of Noteholders to Receive Principal and Interest	 	87
	Section 5.10	 	Restoration of Rights and Remedies	 	87
	Section 5.11	 	Rights and Remedies Cumulative	 	88
	Section 5.12	 	Delay or Omission Not Waiver	 	88
	Section 5.13	 	Control by the Controlling Class	 	88
	Section 5.14	 	Waiver of Past Defaults	 	88
	Section 5.15	 	Undertaking for Costs	 	89
	Section 5.16	 	Waiver of Stay or Extension Laws	 	89
	Section 5.17	 	Sale of Collateral	 	90
	Section 5.18	 	Action on the Notes	 	91
	 	 	 	 	 
	ARTICLE 6
	 	 	 	 	 
	THE TRUSTEE
	 	 	 	 	 
	Section 6.1	 	Certain Duties and Responsibilities	 	91
	Section 6.2	 	Notice of Default	 	93
	Section 6.3	 	Certain Rights of Trustee	 	93
	Section 6.4	 	Not Responsible for Recitals or Issuance of Notes	 	96
	Section 6.5	 	May Hold Notes	 	96
	Section 6.6	 	Amounts Held in Trust	 	96
	Section 6.7	 	Compensation and Reimbursement	 	96
	Section 6.8	 	Corporate Trustee Required; Eligibility	 	98
	Section 6.9	 	Resignation and Removal; Appointment of Successor	 	98
	Section 6.10	 	Acceptance of Appointment by Successor	 	100


 




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	Section 6.11	 	Merger, Conversion, Consolidation or Succession to Business of
    Trustee	 	100
	Section 6.12	 	Co-Trustees and Separate Trustee	 	100
	Section 6.13	 	Certain Duties of Trustee Related to Delayed Payment of Proceeds	 	102
	Section 6.14	 	Representations and Warranties of the Trustee	 	102
	Section 6.15	 	Requests for Consents	 	103
	Section 6.16	 	Withholding	 	103
	 	 	 	 	 
	ARTICLE 7
	 	 	 	 	 
	COVENANTS
	 	 	 	 	 
	Section 7.1	 	Payment of Principal and Interest	 	104
	Section 7.2	 	Maintenance of Office or Agency	 	104
	Section 7.3	 	Amounts for Note Payments to be Held in Trust	 	105
	Section 7.4	 	Existence of the Issuer and Co-Issuer	 	107
	Section 7.5	 	Protection of Collateral	 	109
	Section 7.6	 	Notice of Any Amendments	 	110
	Section 7.7	 	Performance of Obligations	 	110
	Section 7.8	 	Negative Covenants	 	111
	Section 7.9	 	Statement as to Compliance	 	114
	Section 7.10	 	Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms	 	114
	Section 7.11	 	Successor Substituted	 	117
	Section 7.12	 	No Other Business	 	117
	Section 7.13	 	Reporting	 	118
	Section 7.14	 	Calculation Agent	 	118
	Section 7.15	 	REIT Status	 	119
	Section 7.16	 	Permitted Subsidiaries	 	119
	Section 7.17	 	Repurchase Requests	 	120
	Section 7.18	 	Purchase of Additional Mortgage Loans	 	121
	Section 7.19	 	Effective Date Actions	 	121
	 	 	 	 	 
	ARTICLE 8
	 	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 	 
	Section 8.1	 	Supplemental Indentures Without Consent of Securityholders	 	122
	Section 8.2	 	Supplemental Indentures with Consent of Securityholders	 	126
	Section 8.3	 	Execution of Supplemental Indentures	 	128
	Section 8.4	 	Effect of Supplemental Indentures	 	129
	Section 8.5	 	Reference in Notes to Supplemental Indentures	 	129
	 	 	 	 	 
	ARTICLE 9
	 	 	 	 	 
	REDEMPTION OF SECURITIES;
    REDEMPTION PROCEDURES
	 	 	 	 	 
	Section 9.1	 	Clean-up Call; Tax Redemption and Optional Redemption	 	129


 




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	Section 9.2	 	Notice of Redemption	 	131
	Section 9.3	 	Notice of Redemption or Maturity by the Issuer	 	131
	Section 9.4	 	Notes Payable on Redemption Date	 	132
	Section 9.5	 	Mandatory Redemption	 	132
	 	 	 	 	 
	ARTICLE 10
	 	 	 	 	 
	ACCOUNTS, ACCOUNTINGS AND
    RELEASES
	 	 	 	 	 
	Section 10.1	 	Collection of Amounts; Custodial Account	 	132
	Section 10.2	 	Collection Accounts	 	133
	Section 10.3	 	Payment Account	 	134
	Section 10.4	 	Unused Proceeds Account	 	135
	Section 10.5	 	Reserved	 	136
	Section 10.6	 	Future Funding Reserve Account	 	136
	Section 10.7	 	Expense Account	 	137
	Section 10.8	 	Reserved	 	138
	Section 10.9	 	Interest Advances	 	138
	Section 10.10	 	Reports by Parties	 	141
	Section 10.11	 	Reports; Accountings	 	141
	Section 10.12	 	Information Available Electronically	 	144
	Section 10.13	 	Release of Mortgage Loans; Release of Collateral	 	149
	Section 10.14	 	Reports by Independent Accountants	 	150
	Section 10.15	 	Certain Procedures	 	151
	 	 	 	 	 
	ARTICLE 11
	 	 	 	 	 
	APPLICATION OF AMOUNTS
	 
	Section 11.1	 	Disbursements of Amounts from Payment Account	 	151
	Section 11.2	 	Securities Accounts	 	155
	 	 	 	 	 
	ARTICLE 12
	 	 	 	 	 
	SALE OF MORTGAGE LOANS
	 	 	 	 	 
	Section 12.1	 	Sales of Mortgage Loans	 	156
	Section 12.2	 	Reinvestment Mortgage Loans	 	158
	Section 12.3	 	Conditions Applicable to all Transactions Involving Sale or Grant	 	159
	Section 12.4	 	Modifications to Moody’s Tests	 	159
	 	 	 	 	 
	ARTICLE 13
	 	 	 	 	 
	NOTEHOLDERS’ RELATIONS
	 	 	 	 	 
	Section 13.1	 	Subordination	 	160


 




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	Section 13.2	 	Standard of Conduct	 	161
	 	 	 	 	 
	ARTICLE 14
	 	 	 	 	 
	MISCELLANEOUS
	 	 	 	 	 
	Section 14.1	 	Form of Documents Delivered to the Trustee	 	161
	Section 14.2	 	Acts of Securityholders	 	162
	Section 14.3	 	
    Notices, etc., to the Trustee, the Issuer, the Co-Issuer, the Advancing Agent, the Collateral Manager, the
    Placement Agent and the Rating Agency
	 	163
	Section 14.4	 	Notices to Noteholders; Waiver	 	164
	Section 14.5	 	Effect of Headings and Table of Contents	 	165
	Section 14.6	 	Successors and Assigns	 	165
	Section 14.7	 	Severability	 	165
	Section 14.8	 	Benefits of Indenture	 	165
	Section 14.9	 	Governing Law	 	165
	Section 14.10	 	Submission to Jurisdiction	 	166
	Section 14.11	 	Counterparts	 	166
	Section 14.12	 	Liability of Co-Issuers	 	166
	Section 14.13	 	17g-5 Information	 	166
	Section 14.14	 	Rating Agency Condition	 	167
	 	 	 	 	 
	ARTICLE 15
	 	 	 	 	 
	ASSIGNMENT OF MORTGAGE LOAN
    PURCHASE AGREEMENTS AND COLLATERAL

    MANAGEMENT AGREEMENT
	 	 	 	 	 
	Section 15.1	 	Assignment of Mortgage Loan Purchase Agreements and the Collateral Management Agreement	 	168
	 	 	 	 	 
	ARTICLE 16
	 	 	 	 	 
	CURE RIGHTS; PURCHASE RIGHTS;
    REINVESTMENT MORTGAGE LOANS
	 	 	 	 	 
	Section 16.1	 	Reserved	 	170
	Section 16.2	 	Mortgage Loan Purchase Agreements	 	170
	Section 16.3	 	Representations and Warranties Related to Reinvestment Mortgage Loans	 	170
	Section 16.4	 	Operating Advisor	 	171
	 	 	 	 	 
	ARTICLE 17
	 	 	 	 	 
	ADVANCING AGENT
	 	 	 	 	 
	Section 17.1	 	Liability of the Advancing Agent	 	171


 




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	Section 17.2	 	Merger or Consolidation of the Advancing Agent	 	171
	Section 17.3	 	Limitation on Liability of the Advancing Agent and Others	 	172
	Section 17.4	 	Representations and Warranties of the Advancing Agent	 	172
	Section 17.5	 	Resignation and Removal; Appointment of Successor	 	173
	Section 17.6	 	Acceptance of Appointment by Successor Advancing Agent	 	174



	 	 	 	 
	 	SCHEDULES	 	 
	 	 	 	 
	 	Schedule A	 	Closing Date Mortgage Loans
	 	Schedule B	 	LIBOR
	 	Schedule C	 	List of Authorized Officers of Collateral Manager
	 	 	 	 
	 	EXHIBITS	 	 
	 	 	 	 
	 	Exhibit A-1	 	Form of Class A Senior Secured Floating
	 		 	Rate Note (Global Security)
	 	Exhibit A-2	 	Form of Class A Senior Secured Floating
	 		 	Rate Note (Definitive Note)
	 	Exhibit B-1	 	Form of Class B Secured Floating
	 		 	Rate Note (Global Security)
	 	Exhibit B-2	 	Form of Class B Secured Floating
	 		 	Rate Note (Definitive Note)
	 	Exhibit C-1	 	Form of Transfer Certificate – Regulation S Global Security
	 	Exhibit C-2	 	Form of Transfer Certificate - Rule 144A Global Security
	 	Exhibit C-3	 	Form of Transfer Certificate - Definitive Note
	 	Exhibit D	 	Online Market Data Provider Certification
	 	Exhibit E	 	Form of Custodial Certification
	 	Exhibit F	 	Form of Request for Release
	 	Exhibit G	 	Form of NRSRO Certification
	 	Exhibit H	 	Form or Representations and Warranties For Mortgage Loans
	 	Exhibit I	 	Form of Eligibility Criteria Compliance Certificate
	 	Exhibit J	 	Investor Certification
	 	Exhibit K	 	Form of Monthly Report


 



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                    INDENTURE,
dated as of December 6, 2013, by and between DivCore CLO 2013-1, LTD., an exempted company incorporated in the Cayman Islands
with limited liability (the “Issuer”), DivCore CLO 2013-1, LLC, a limited liability company formed under the
laws of Delaware (the “Co-Issuer”), Wells Fargo Bank, National Association, a national banking association,
as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”),
and Situs Asset Management LLC, a Texas limited liability company, 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 Trustee, and the Advancing Agent are entering into this Indenture, and
the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.


 


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


 


GRANTING
CLAUSES


 


                    The
Issuer hereby Grants to the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest
in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising:


 


                    (a) the
Mortgage Loans listed in the Schedule of Closing Date Mortgage Loans which the Issuer purchases on the Closing Date and causes
to be delivered to the Trustee (directly or through an agent or bailee) herewith, all payments thereon or with respect thereto
and all Mortgage Loans which are delivered to the Trustee (directly or through an agent or bailee) after the Closing Date pursuant
to the terms hereof (including all Additional Mortgage Loans and Reinvestment Mortgage Loans) and all payments thereon or with
respect thereto,


 


                    (b) the
Collection Accounts, the Payment Account, the Expense Account, the Unused Proceeds Account, the Future Funding Reserve Account,
the Custodial Account and the related security entitlements and all income from the investment of funds in any of the foregoing
at any time credited to any of the foregoing accounts,


 


                    (c) the
Eligible Investments,


 


                    (d) the
rights of the Issuer under the Collateral Management Agreement, each Mortgage Loan Purchase Agreement (including any Mortgage
Loan Purchase Agreement entered into after the Closing Date) and the Servicing Agreement,


 


                    (e) all
amounts delivered to the Trustee (or its bailee) (directly or through a securities intermediary) for deposit into any Account,


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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,


 




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


 


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


 


                    “17g-5
Information Provider”: The Trustee.


 


                    “17g-5
Website”: The 17g-5 Information Provider’s internet website which shall initially be located within the Trustee’s
website at ctslink.com under the “NRSRO” tab relating to 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 parties hereto, the Placement Agent and the Rating
Agency which notice shall set forth the date of change and new location of the 17g-5 Website.


 


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


 


                    “A
Note”: A promissory note secured by a mortgage on commercial real estate property that is not subordinate in right of
payment to any separate promissory note secured by a direct or beneficial interest in the same property.


 


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


 


                    “Account”:
Any of the Interest Collection Account, the Principal Collection Account, the Unused Proceeds Account, the Future Funding Reserve
Account, the Payment Account, the Expense Account, the Custodial Account and the Preferred Share Distribution Account and any
subaccount thereof that the Trustee deems necessary or appropriate.


 


                    “Accountants’
Report”: A report of a firm of Independent certified public accountants of recognized national reputation appointed
by the Issuer pursuant to Section 10.14(a), which may be the firm of independent accountants that reviews or performs procedures
with respect to the financial reports prepared by the Issuer or the Collateral Manager.


 




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


 


                    “Additional
Mortgage Loans”: Mortgage Loans that are acquired by the Issuer during the Ramp-Up Period.


 


                    “Advancing
Agent”: The meaning specified in the first paragraph of this Indenture.


 


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


 


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


 


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


 


                    “Aggregate
Collateral Balance”: The sum of (without duplication) (i) the aggregate Principal Balance of Mortgage Loans (excluding
for purposes of this clause (i), for the avoidance of doubt, the then unfunded portion of any Future Funding Mortgage Loans) and
(ii) the sum of Cash and the aggregate Principal Balance of Eligible Investments held as Principal Proceeds.


 


                    “Aggregate
Outstanding Amount”: With respect to any Class or Classes of the Notes as of any date of determination, the aggregate
principal balance (including in the case of the Class B Notes, any Class B Capitalized Interest) of such Class or Classes of Notes
Outstanding as of such date of determination.


 


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


 


                    “Appraisal
Reduction Amount”: For any Measurement Date and for any Mortgage Loan that has become a Modified Mortgage Loan or a
Defaulted Mortgage Loan, as calculated by the special servicer by the first Determination Date following the date the special
servicer receives the required Updated Appraisal (and thereafter by the first Determination Date following any change in the amounts
set forth in the following equation), an amount equal to the excess, if any, of (i) the sum of (a) the Principal Balance of such
Mortgage Loan, and (b) all


 




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unreimbursed
Servicing Advances with respect to such Mortgage Loan, over (ii) 85% of the sum of the appraised values (net of any prior liens)
of the underlying mortgaged properties securing such Mortgage Loan as determined by Updated Appraisals obtained by the Special
Servicer.


 


                    “Approved
Lender”: A lender with a long-term unsecured rating of at least “A2” and short-term unsecured rating of
“P-1” by Moody’s or is otherwise approved by Moody’s (as evidenced by satisfaction of the Rating Agency
Condition with respect to Moody’s).


 


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


 


                    “As-Stabilized
LTV”: With respect to any Mortgage Loan, the ratio, expressed as a percentage, as calculated by the Collateral Manager
in accordance with the Mortgage Loan Management Standard, of the Principal Balance of such Mortgage Loan to the value estimate
of the related Underlying Mortgaged Property as reflected in an appraisal that was obtained not less than 6 months prior to the
date of closing of such Mortgage Loan, 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. In
determining As-Stabilized LTV for any Senior Participation, the calculation of As-Stabilized LTV shall take into account the outstanding
Principal Balance of the Senior Participation being acquired by the Issuer (and, in the case of a Senior Participation that is
a Senior Pari Passu Participation, the Principal Balance of the related Non-Acquired Participation that is pari passu with the
Senior Participation being acquired) and shall exclude the Principal Balance of any related Junior Participation.


 


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


 


                    “Authorized
Officer”: With respect to the Issuer or Co-Issuer, any Officer (or attorney-in-fact appointed by the Issuer or the Co-Issuer)
who is authorized to act for the Issuer or Co-Issuer in matters relating to, and binding upon, the Issuer or Co-Issuer, and with
respect to the Collateral Manager, the persons listed on Schedule C attached hereto as such schedule may be revised from
time to time upon notice to the Trustee. With respect to the Trustee or any other bank or trust company acting as trustee of an
express trust or as custodian, a Trust Officer. Each party may receive and accept a certification of the authority of any other
party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force
and effect until receipt by such other party of written notice to the contrary.


 


                    “Backup
Advancing Agent”: The Trustee, 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 debt rating
from Moody’s at least equal to “A2” and a short-term debt rating from Moody’s at least equal to “P-1.”


 


                    “Bankruptcy
Code”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended, Part V of the Companies Law (2013
Revision) of the Cayman Islands, the


 




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Companies
Winding Up Rules 2008 of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, and the Foreign Bankruptcy
Proceedings (International Cooperation) Rules 2008 of the Cayman Islands, each as amended from time to time.


 


                    “Bearer
Securities”: The meaning specified in Section 3.3(a)(iv) hereof.


 


                    “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.


 


                    “Business
Day”: Any day other than (i) a Saturday or Sunday and (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 or the location of the Corporate Trust Office.


 


                    “Buy/Sell
Interest”: A Mortgage Loan for which one of the participants has exercised, or has the right to exercise, the purchase
of its corresponding participant’s interest, or sell its interest to such corresponding participant for the same price,
in accordance with the related Loan Document.


 


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


 


                    “Calculation
Amount”: (i) With respect to a Defaulted Mortgage Loan, at any time, the lesser of (a) the Moody’s Recovery Rate
of such Mortgage Loan multiplied by the Principal Balance of such Mortgage Loan and (b) the Principal Balance of such Mortgage
Loan, minus any Appraisal Reduction Amount calculated with respect to such Mortgage Loan; and (ii) with respect to any
Modified Mortgage Loan, at any time, the Principal Balance of such Mortgage Loan, minus any Appraisal Reduction Amount
calculated with respect to such Mortgage Loan.


 


                    “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.


 


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


 


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


 


                    “Class”:
The Class A Notes or the Class B Notes, as applicable.


 


                    “Class
A Coverage Tests”: Collectively, the Class A Par Value Test, the Class A Interest Coverage Test and the Class A/B Par
Value Test.


 


                    “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


 




    	-6-



    	 



    

 


 


account
of any shortfalls in the payment of the Class A Interest Distribution Amount with respect to any preceding Payment Date or Payment
Dates, together with interest accrued thereon (to the extent lawful).


 


                    “Class
A Interest Coverage Ratio”: As of any Measurement Date, the ratio calculated in accordance with the assumptions set
forth in Section 1.2(e) hereof by dividing:



	 	 
	 	          (a) (i)
    the sum of (A) Cash standing to the credit of the Expense Account, plus (B) the scheduled interest payments due (in each case
    regardless of whether the due date for any such interest payment has yet occurred) in the Due Period in which such Measurement
    Date occurs on (x) the Mortgage Loans (excluding, subject to clause (3) below, accrued and unpaid interest on Defaulted Mortgage
    Loans); provided that no interest (or dividends or other distributions) will be included with respect to any Mortgage
    Loan to the extent that such Mortgage Loan does not provide for the scheduled payment of interest (or dividends or other distributions)
    in Cash and (y) the Eligible Investments held in the Payment Account, the Collection Accounts, the Future Funding Reserve
    Account and the Expense Account (whether purchased with Interest Proceeds or Principal Proceeds), plus (C) Interest
    Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to the related Payment Date,
    minus (ii) any amounts scheduled to be paid pursuant to Section 11.1(a)(i)(1) through (4) (other than
    any Collateral Manager Fees that the Collateral Manager has agreed to waive in accordance with this Indenture and the Collateral
    Management Agreement); by
	 	 
	 	          (b) the
    sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement
    Date, plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement
    Date.
	 	 


                    “Class
A Interest Coverage Test”: A test that will be satisfied as of any Measurement Date on which any Class A Notes remain
Outstanding if the Class A Interest Coverage Ratio as of such Measurement Date is equal to or greater than 350.0%.


 


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


 


                    “Class
A Majority Holders”: For as long as the Class A Notes are outstanding, the two largest holders, by Aggregate Outstanding
Amount, of the Class A Notes (together with any additional Holders of the Class A Notes (beginning with the next largest Holder)
to the extent required for the two largest Holders, together with such additional Holders, to collectively constitute Holders
of a Majority of the Class A Notes, by Aggregate Outstanding Amount, and in any event, excluding for this purpose any Class A
Notes held by the Collateral Manager or any of its affiliates). For the purposes of exercising the rights of a Class A Majority
Holder, Holders of Class A Notes that are Affiliates of one another shall be deemed to collectively constitute a single Holder.


 




    	-7-



    	 



    

 


 


                    “Class
A Majority Holder Approval”: The right of each Class A Majority Holder to approve the sale of any Credit Risk Mortgage
Loan under Section 12.1(a) in writing within 10 Business Days following receipt from the Collateral Manager of a written
proposal for the sale of such Credit Risk Mortgage Loan; provided that, if a Class A Majority Holder does not respond in
writing within such 10 Business Day period, the Collateral Manager shall provide a second notice to such Class A Majority Holder
requesting a response and, if such Class A Majority Holder does not respond within five Business Days following receipt of such
second notice, such Class A Majority Holder shall be deemed to not have provided its Class A Majority Holder Approval in respect
of such proposed sale.


 


                    “Class
A Majority Holder Disapproval Right”: The right of a Class A Majority Holder to disapprove the Issuer’s proposed
acquisition of an Additional Mortgage Loan or a Reinvestment Mortgage Loan within 10 Business Days following receipt of a written
proposal to purchase such Additional Mortgage Loan or Reinvestment Mortgage Loan, as the case may be; provided that, if
such Class A Majority Holder does not respond in writing within such 10 Business Day period, the Collateral Manager shall provide
a second notice to such Class A Majority Holder requesting a response and, if such Class A Majority Holder does not respond within
five Business Days following receipt of such second notice, such Class A Majority Holder shall be deemed to not have exercised
its Class A Majority Holder Disapproval Right in respect of such proposed acquisition.


 


                    “Class
A Make Whole Amount”: With respect to any Optional Redemption, an amount equal to (i)(a) the Aggregate Outstanding Amount
of the Class A Notes redeemed in such Optional Redemption determined immediately prior to such Optional Redemption, multiplied
by (b) the Class A Spread, multiplied by (c) the actual number of days during the period from and including the Optional Redemption
Date to but excluding the Payment Date in December 2016, divided by 360, discounted to present value using a discount rate equal
to the Discount Rate with respect to such period, multiplied by (ii) 75%.


 


                    “Class
A Notes”: The Class A Senior Secured Floating Rate Notes, Due 2032, issued by the Issuer and the Co-Issuer pursuant
to this Indenture.


 


                    “Class
A 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
and the amount of any unreimbursed Interest Advances.


 


                    “Class
A Par Value Test”: A test that will be satisfied on any Measurement Date on which any Class A Notes remain Outstanding
if the Class A Par Value Ratio on such Measurement Date is equal to or greater than 165.9%.


 


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


 


                    “Class
A Spread”: 1.85% per annum.


 




    	-8-



    	 



    


 





 


                    “Class
A/B Par Value Test”: A test that will be satisfied as of any Measurement Date on which any Class A Notes remain Outstanding
if (a) the Net Outstanding Portfolio Balance on such Measurement Date minus (b) the sum of the amount of any unreimbursed
Interest Advances, the Aggregate Outstanding Amount of the Class A Notes and the aggregate initial principal amount of the Class
B Notes (including any Class B Capitalized Interest), is equal to or greater than $0.


 


                    “Class
B Capitalized Interest”: The meaning specified in Section 2.7(b) hereof.


 


                    “Class
B Coverage Tests”: Collectively, the Class B Par Value Test and the Class B Interest Coverage Test.


 


                    “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 (other than Class B Capitalized Interest) on account of any shortfalls in the payment of the
Class B Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued
thereon (to the extent lawful).


 


                    “Class
B Interest Coverage Ratio”: As of any Measurement Date, the ratio calculated in accordance with the assumptions set
forth in Section 1.2(e) hereof by dividing:


	 	 
	 	          (a) (i)
    the sum of (A) Cash standing to the credit of the Expense Account, plus (B) the scheduled interest payments due (in each case
    regardless of whether the due date for any such interest payment has yet occurred) in the Due Period in which such Measurement
    Date occurs on (x) the Mortgage Loans (excluding, subject to clause (3) below, accrued and unpaid interest on Defaulted Mortgage
    Loans); provided that no interest (or dividends or other distributions) will be included with respect to any Mortgage
    Loan to the extent that such Mortgage Loan does not provide for the scheduled payment of interest (or dividends or other distributions)
    in Cash and (y) the Eligible Investments held in the Payment Account, the Collection Accounts, the Future Funding Reserve
    Account and the Expense Account (whether purchased with Interest Proceeds or Principal Proceeds), plus (C) Interest
    Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to the related Payment Date,
    minus (ii) any amounts scheduled to be paid pursuant to Section 11.1(a)(i)(1) through (4) (other than
    any Collateral Manager Fees that the Collateral Manager has agreed to waive in accordance with this Indenture and the Collateral
    Management Agreement); by
	 	 
	 	          (b) the
    sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement
    Date, plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement
    Date, plus (iii) the scheduled interest on the Class B Notes (including interest on the Class B Capitalized Interest)
    payable immediately following such Measurement Date, plus (iv) any Class B Defaulted Interest Amount payable on the
    Payment Date immediately following such Measurement Date.
	 	 




    	-9-



    	 



    

 


                    “Class
B Interest Coverage Test”: A test that will be satisfied as of any Measurement Date on which any Class B Notes remain
Outstanding if the Class B Interest Coverage Ratio as of such Measurement Date is equal to or greater than 200.0%.


 


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


 


                    “Class
B Make Whole Amount”: With respect to any Optional Redemption, an amount equal to (i)(a) the Aggregate Outstanding Amount
of the Class B Notes redeemed in such Optional Redemption determined immediately prior to such Optional Redemption, multiplied
by (b) the Class B Spread, multiplied by (c) the actual number of days during the period from and including the Optional Redemption
Date to but excluding the Payment Date in December 2016, divided by 360, discounted to present value using a discount rate equal
to the Discount Rate with respect to such period, multiplied by (ii) 75%.


 


                    “Class
B Notes”: The Class B Secured Floating Rate Notes due 2032, issued by the Issuer and the Co-Issuer pursuant to this
Indenture.


 


                    “Class
B 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
and the Class B Notes (including any Class B Capitalized Interest) and the amount of any unreimbursed Interest Advances.


 


                    “Class
B Par Value Test”: A test that will be satisfied as of any Measurement Date on which any Class B Notes remain outstanding
if the Class B Par Value Ratio on such Measurement Date is equal to or greater than 139.0%.


 


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


 


                    “Class
B Spread”: 3.90% per annum.


 


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


 


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


 


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


 


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


 




    	-10-



    	 



    

 


                    “CLO
Servicer”: Collectively, the Servicer and the Special Servicer, each of their permitted successors and assigns or any
successor Person that shall have become the servicer and/or the special servicer pursuant to the provisions of the Servicing Agreement.


 


                    “Closing”:
The transfer of any Note to the initial registered Holder of such Note.


 


                    “Closing
Date”: December 6, 2013.


 


                    “Closing
Date Mortgage Loans”: The Mortgage Loans listed on Schedule A attached hereto that are acquired by the Issuer
on the Closing Date.


 


                    “Co-Issuer”:
DivCore CLO 2013-1, 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.


 


                    “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
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
Manager”: DivCore Subordinate Debt Club I Advisors, LLC, each of its 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
Accounts”: The trust accounts so designated and established pursuant to Section 10.2(a) hereof.


 


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


 


                    “Company
Administrative Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable
by the Issuer, the Co-Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Trustee pursuant to Section
6.7 hereof or any co-trustee appointed pursuant to this Indenture (including amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii) the Company Administrator under the Company Administration Agreement (including amounts payable by the Issuer as 


 




    	-11-



    	 



    

 


indemnification pursuant to the Company
Administration Agreement) and to provide for the costs of liquidating the Issuer following redemption of the Notes, (iii) the
LLC Managers (including indemnification), (iv) payable in the order in which invoices are received by the Issuer, 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, (v)
Moody’s for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring
of any rating) of the Notes, including fees and expenses due or accrued in connection with any credit assessment or rating of
the Mortgage Loans, (vi) the Collateral Manager under this Indenture and the Collateral Management Agreement (excluding any Collateral
Manager Fee), (vii) the Collateral Manager or other Persons as indemnification pursuant to the Collateral Management Agreement,
(viii) the Advancing Agent or other Persons as indemnification pursuant to Section 17.3, (ix) the Preferred Shares Paying
Agent and the Share Registrar under the Preferred Share Paying Agency Agreement (including amounts payable as indemnification),
(x) payable in the order in which invoices are received by the Issuer, any other Person in respect of any governmental fee, charge
or tax 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 Trustee), (xi) the CREFC® Intellectual Property Royalty License Fee and (xii) payable in the order in which invoices
are received by the Issuer, 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 fees payable to the Specified Appraisal Firm) and the documents delivered pursuant to or in connection with this
Indenture and the Notes and any amendment or other modification of any such documentation, in each case unless expressly prohibited
under this Indenture (including, without limitation, the payment of all transaction fees and all legal and other fees and expenses
required in connection with the purchase of any Mortgage Loans or any other transaction authorized by this Indenture); provided
that Company Administrative Expenses shall not include (a) amounts payable in respect of the Notes and (b) any Collateral
Manager Fee payable pursuant to the Collateral Management Agreement.


 


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


 


                    “Controlling
Class”: The Class A Notes, so long as any Class A Notes are Outstanding, then the Class B Notes, so long as Class B
Notes are Outstanding, and then the Preferred Shares.


 


                    “Corporate
Trust Office”: The designated corporate trust office of the Trustee, currently located at: Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Trust Administration Group – DivCore CLO 2013-1,
or such other address as the Trustee may designate from time to time by notice to the Noteholders, the Holder of the Preferred
Shares, the Collateral Manager, Moody’s and the Issuer or the principal corporate trust office of any successor Trustee.


 




    	-12-



    	 



    

 


                    “Coverage
Tests”: Collectively, the Class A Coverage Tests and the Class B Coverage Tests.


 


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


 


                    “Credit
Risk Mortgage Loan”: Any Mortgage Loan 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 Mortgage Loan.


 


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


 


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


 


                    “CREFC®
Investor Reporting Package”: A set of reports substantially in the form of, and containing the information called for
in, the downloadable form of reports included in the “CREFC® Investor Reporting Package” available as of the Closing
Date on the CREFC® website, or such other final form for the presentation of such information and containing such additional
information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally, consisting of: (a) the following seven electronic files: (i) CREFC® bond level file, (ii) CREFC® collateral
summary file, (iii) CREFC® property file, (iv) CREFC® loan periodic update file, (v) CREFC® loan setup file, (vi)
CREFC® financial file, and (vii) CREFC® special servicer loan file and (b) the following 16 supplemental reports: (i)
CREFC® comparative financial status report, (ii) CREFC® delinquent loan status report, (iii) CREFC® historical loan
modification and corrected mortgage loan report, (iv) CREFC® operating statement analysis report, (v) CREFC® NOI adjustment
worksheet, (vi) CREFC® REO status report, (vii) CREFC® servicer watch list, (viii) CREFC® loan level reserve –
LOC report, (ix) CREFC® advance recovery report, (x) CREFC® total loan report, (xi) CREFC® appraisal reduction template,
(xii) CREFC® servicer realized loss template, (xiii) CREFC® reconciliation of funds template, (xiv) CREFC® historical
bond/collateral realized loss reconciliation template, (xv) CREFC® historical liquidation loss template and (xvi) CREFC®
interest shortfall reconciliation template.


 


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


 


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


 




    	-13-



    	 



    

 


                    “Custodian”:
The Trustee, serving in the capacity of Custodian hereunder.


 


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


 


                    “Defaulted
Interest Amount”: The Class A Defaulted Interest Amount and/or the Class B Defaulted Interest Amount, as the context
requires.


 


                    “Defaulted
Mortgage Loan”: Any Mortgage Loan if a foreclosure or default (whether or not declared) has occurred and, with respect
to a default, is continuing, as determined by the Special Servicer (or if the Collateral Manager is the Special Servicer, the
Servicer); provided, however, that notwithstanding the foregoing, a Mortgage Loan will not be deemed to be a Defaulted
Mortgage Loan as a result of (A) the related borrower’s failure to pay interest on such Mortgage Loan or on the underlying
mortgage loan on the due date therefor, if the related lender or holder of such Mortgage Loan or of the related underlying mortgage
loan consents to extend the due date when such interest is due and payable, and such interest is paid on or before such extended
due date provided that such interest is paid not more than 60 days after the initial date that it was due (or 30 days if
such interest was previously paid 60 days after the initial date that it was due as a result of the Special Servicer (or if the
Collateral Manager is the Special Servicer, the Servicer) (on behalf of the Issuer) (subject to the applicable provisions of the
Servicing Agreement) previously consenting to extend such due date), or (B) the related borrower’s failure to pay principal
on such Mortgage Loan or on the underlying mortgage loan on the maturity date thereof, if the maturity date has been extended
by the related Servicer or Special Servicer in connection with a modification of such underlying mortgage loan (so long as the
Maturity Extension Requirements are met), or (C) the occurrence of any default other than a payment default with respect to such
Mortgage Loan or the underlying mortgage loan, unless and until the earlier of (x) the declaration of default and acceleration
of the maturity of the Mortgage Loan by the lender or holder thereof and (y) the continuance of such default uncured for 60 days
after such default became known to the Collateral Manager or the Special Servicer or, subject to the satisfaction of the Rating
Agency Condition, such longer period as the Special Servicer (or if the Collateral Manager is the Special Servicer, the Servicer)
(subject to the applicable provisions of the Servicing Agreement) determines.


 



For
purposes of the definition of “Defaulted Mortgage Loan,” the “Maturity Extension Requirements” will be
satisfied with respect to any extension if the maturity date is extended to a new maturity date that is not more than three years
after the original maturity date. As used above, the term “original maturity date” means the maturity date of a Mortgage
Loan or the related Whole Loan (or, in the case of a Senior Participation, the related Underlying Whole Loan) as extended by all
extensions thereof that the related borrower had the right to elect and did elect under the terms of the instruments and agreements
relating to such Mortgage Loan or to the related Whole Loan (or, in the case of a Senior Participation, the related Underlying
Whole Loan), but before taking into account any additional extensions thereof that are consented to by the servicer or special
servicer of such Mortgage Loan.


 


For
the avoidance of doubt (x) any initial permissible 60 day extension period described in this definition shall in no event be combined
with any subsequent permissible 30 day extension period described in this definition and (y) if a Defaulted Mortgage Loan has
cured the default


 




    	-14-



    	 



    

 


such
that the subject Mortgage Loan is no longer in default pursuant to its terms (as such terms may have been modified), such Mortgage
Loan will no longer be treated as a Defaulted Mortgage Loan.


 


                    “Defaulted
Mortgage Loan Exchange”: The meaning specified in Section 12.1(a) hereof.


 


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


 


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


 


                    “Determination
Date”: With respect to any Payment Date, the ninth calendar day of each month (or, if such day is not a Business Day,
then the Business Day immediately preceding such ninth calendar day).


 


                    “Discount
Rate”: The zero coupon swap rate (as determined by a nationally recognized swap dealer selected by the Collateral Manager
on behalf of the Issuer) implied by the fixed rate offered to be paid by such swap dealer under a fixed for floating interest
rate swap transaction with a remaining term equal to the period over which such Discount Rate is to be applied in exchange for
the receipt of payments indexed to the London interbank offered rate for three month deposits denominated in U.S. dollars.


 


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


 


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


 


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


 


                    “Due
Date”: Each date on which a Scheduled Distribution is due on any Collateral.


 


                    “Due
Period”: With respect to any Payment Date, the period commencing on the day immediately succeeding the second preceding
Determination Date (or commencing on 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.


 


                    “Effective
Date”: The date which is the earlier of (i) the 180th day after the Closing Date; (ii) the first date on
which the Aggregate Principal Balance of the Pledged Mortgage Loans is at least equal to the Effective Date Collateral Principal
Balance and (iii) the date that the Collateral Manager determines, in its sole discretion, and notifies the Trustee of such determination,
that investment in Additional Mortgage Loans is no longer practical or desirable.


 


                    “Effective
Date Collateral Principal Balance”: U.S.$500,000,000.


 




    	-15-



    	 



    

 





                    “Eligibility
Criteria”: The criteria set forth below with respect to any Mortgage Loan, whether an Additional Mortgage Loan or a
Reinvestment Mortgage Loan, acquired by the Issuer after the Closing Date, compliance with which shall be evidenced by an Officer’s
Certificate of the Collateral Manager substantially in the form of Exhibit I delivered to the Trustee as of the date of
such acquisition:


	 	 	 
	 	
              (i) it
    is a Whole Loan or a Senior Participation that is secured by commercial (including office, mixed-use, retail, hospitality,
    industrial/warehouse, self-storage and manufactured housing community) or multifamily property;
	 	 	 
	 	          (ii) the
    obligor is incorporated or organized under the laws of, and the Mortgage Loan is secured by property located in, the United
    States or a commonwealth, territory or possession of the United States;
	 	 	 
	 	          (iii) it
    is not an obligation that provides for the payment of interest less frequently than monthly;
	 	 	 
	 	          (iv) it
    has a Moody’s Rating;
	 	 	 
	 	          (v) the
    Whole Loan (or, in the case of a Senior Participation, the Underlying Whole Loan) 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 Whole
    Loan (or, as applicable, in the case of a Senior Participation, the Underlying Whole Loan) is not more than 5.0 years from
    the date of its acquisition by the Issuer;
	 	 	 
	 	          (vi) except
    with respect to Future Funding Mortgage Loans, it will not require the Issuer to make any future payments after the initial
    purchase thereof;
	 	 	 
	 	          (vii) if
    it is a Future Funding Mortgage Loan, either:
	 	 	 
	 	 	          (A) the
    aggregate amount of Future Advances required to be made by the holder of the future funding obligation with respect to such
    Future Funding Mortgage Loan is deposited into the Future Funding Reserve Account on the date such Future Funding Mortgage
    Loan is acquired by the Issuer;
	 	 	 
	 	 	          (B) the
    holder of the future funding obligation (which may be the Issuer), at all times, either (x) is an Approved Lender, (y) has
    an agreement in place with an Approved Lender that has agreed that if the holder of the future funding obligation (or the
    related affiliate) defaults under its obligation to fund the required amount, the Approved Lender will advance the full amount
    of the future funding obligation to the appropriate borrowers in accordance with the terms of the related Loan Documents or
    (z) has an irrevocable and unconditional letter of credit from an Approved Lender with respect to the future funding obligation;
    or


 



    	-16-



    	 



    

 


	 	 	 
	 	 	          (C) the
    Rating Agency Condition has been satisfied with respect thereto;
	 	 	 
	 	          (viii) it
    is not prohibited under its Loan Documents from being purchased by the Issuer and pledged to the Trustee;
	 	 	 
	 	          (ix) it
    is not a Defaulted Mortgage Loan (as determined by the Collateral Manager after reasonable inquiry);
	 	 	 
	 	          (x) it
    is U.S. Dollar denominated;
	 	 	 
	 	          (xi) if
    such Mortgage Loan has attached reciprocal “buy/sell” rights as a dispute resolution mechanism, such rights in
    favor of the Issuer are freely assignable by the Issuer to a third party;
	 	 	 
	 	          (xii) 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;
	 	 	 
	 	          (xiii) 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 standard servicing provisions found in commercial mortgage backed securities transactions;
	 	 	 
	 	          (xiv) the
    requirements set forth in Section 16.3 hereof have been met (subject to such exceptions as are reasonably acceptable
    to the Collateral Manager);
	 	 	 
	 	          (xv) if
    it is a Senior Participation, the related Participating Institution is any of (1) a “special purpose entity” or
    a “qualified institutional lender” as such terms are typically defined in the Loan Documents related to participations;
    (2) an entity that has a long-term unsecured debt rating from Moody’s of “A2” or higher; (3) a securitization
    trust, a CDO issuer or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly
    owned by the Seller, 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);
	 	 	 
	 	          (xvi) if
    the Issuer is a Qualified REIT Subsidiary, its acquisition, ownership, enforcement and disposition will not cause the Issuer
    to fail to be a Qualified REIT Subsidiary unless an appropriate tax opinion has previously been received from Cadwalader,
    Wickersham & Taft LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be
    treated as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax
    purposes;
	 	 	 
	 	          (xvii) its
    acquisition would not cause the Issuer, the Co-Issuer or the pool of Mortgage Loans to be required to register as an investment
    company under the


 




    	-17-



    	 



    

 


	 	 	 
	 	1940 Act; and if the borrowers
    with respect to the Mortgage Loan 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 Mortgage Loan does not constitute a “voting security”
    for purposes of the 1940 Act or (y) the aggregate amount of such Mortgage Loan held by the Issuer is less than 10% of the
    entire issue of such Mortgage Loan;
	 	 	 
	 	          (xviii) it
    has an As-Stabilized LTV that is not greater than 75.0%;
	 	 	 
	 	          (xix) it
    has a Principal Balance (together with the Principal Balance of any Senior Pari Passu Participation related to the same Whole
    Loan held by the Issuer) that is not greater than 15.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	          (xx) its
    acquisition will be at a price that is not less than 93.0% of the Principal Balance of such Mortgage Loan;
	 	 	 
	 	          (xxi) (I)
    with respect to the Additional Mortgage Loans, as of the Effective Date and (II) with respect to any Reinvestment Mortgage
    Loan, immediately after giving effect to the acquisition of such Reinvestment Mortgage Loan:
	 	 	 
	 	 	          (A) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are hospitality properties may
    not exceed 35.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (B) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are office properties may not exceed
    45.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (C) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are multifamily properties may
    not exceed 25.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (D) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are manufactured housing community
    properties may not exceed 20.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (E) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are retail properties may not exceed
    45.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (F) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are industrial properties may not
    exceed 25.0% of the aggregate Principal Balance of all Mortgage Loans;


 




    	-18-



    	 



    

 


	 	 	 
	 	 	          (G) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are self-storage properties may
    not exceed 20.0% of the aggregate Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (H) the
    aggregate Principal Balance of all Mortgage Loans that relate to mortgaged properties that are mixed-use properties may not
    exceed 40.0% of the aggregate Principal Balance of all Mortgage Loans; and
	 	 	 
	 	 	          (I) the
    aggregate Principal Balance of all Mortgage Loans backed or otherwise invested in mortgaged properties located in any one
    State is no greater than 25.0% of the aggregate Principal Balance of all Mortgage Loans, except that:
	 	 	 
	 	                    (i) up
    to 50.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in California;
	 	 	 
	 	                    (ii) up
    to 35.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in New York;
	 	 	 
	 	                    (iii) up
    to 25.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in Massachusetts;
	 	 	 
	 	                    (iv) up
    to 25.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in Hawaii;
	 	 	 
	 	                    (v) up
    to 25.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in Washington; and
	 	 	 
	 	                    (vi) up
    to 25.0% of the aggregate Principal Balance of all Mortgage Loans may consist of Mortgage Loans backed or otherwise invested
    in mortgage properties located in North Carolina.
	 	 	 
	 	 	          (J) the
    Moody’s Minimum Average Recovery Rate Test is satisfied;
	 	 	 
	 	 	          (K) only
    in the case of Additional Mortgage Loans and as of the Effective Date, the number of Mortgage Loans (including the number
    of any Mortgage Loans that have repaid prior to the Effective Date) is not less than fourteen (14) Mortgage Loans,


 




    	-19-



    	 



    

 


	 	 	 
	 	 	          (L) the
    aggregate Principal Balance of all Mortgage Loans divided by the number of Mortgage Loans does not exceed 10.0% of the aggregate
    Principal Balance of all Mortgage Loans;
	 	 	 
	 	 	          (M) the
    Weighted Average Spread of all the Mortgage Loans is not less than 4.75%;
	 	 	 
	 	 	          (N) the
    Weighted Average Life of all of the Mortgage Loans is not greater than 7.0 years;
	 	 	 
	 	 	          (O) the
    Weighted Average Acquisition Price of all of the Mortgage Loans is not less than 99.0%; and
	 	 	 
	 	 	          (P) the
    Moody’s Weighted Average Rating Factor Value is equal to or less than 3925;
	 	 	 
	 	          (xxii) its
    acquisition will be in compliance with Section 206 of the Advisers Act; and
	 	 	 
	 	          (xxiii) 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 any taxes imposed pursuant to FATCA, unless the borrowers under such Mortgage Loan are required
    to make “gross up” payments that ensure that the net amount actually received by the Issuer or the relevant Permitted
    Subsidiary (free and clear of taxes, whether assessed against such borrower or the Issuer or such Permitted Subsidiary) will
    equal the full amount that the Issuer or such Permitted Subsidiary would have received had no such deduction or withholding
    been required.
	 	 	 
	
                        “Eligible
    Investments”: Any Dollar-denominated investment 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 Trustee or the commercial department of any successor Trustee, 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


 




    	-20-



    	 



    

 


	 	 
	 	such investment or contractual
    commitment providing for such investment have a credit rating not less than “Aa3” by Moody’s, in the case
    of long-term debt obligations, and “P-1” by Moody’s, for short-term debt obligations;
	 	 	 
	 	          (iii) unleveraged
    repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above or (b) any other
    security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into
    with a depository institution or trust company (acting as principal) described in clause (ii) above (including the Trustee
    or the commercial department of any successor Trustee, as the case may be; provided that such person otherwise meets
    the criteria specified herein) or entered into with a corporation (acting as principal) whose long-term rating is not less
    than “Aa3” by Moody’s, and whose short-term credit rating is not less than “P-1” by Moody’s;
	 	 	 
	 	          (iv) registered
    securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
    or any state thereof or the District of Columbia that has a long-term credit rating of not less than “Aa3” by
    Moody’s and a short-term credit rating of not less than P-1 by Moody’s, at the time of such investment or contractual
    commitment providing for such investment;
	 	 	 
	 	          (v) commercial
    paper or other similar short-term obligations (including that of the Trustee or the commercial department of any successor
    Trustee, as the case may be, or any affiliate thereof; provided that such person otherwise meets the criteria specified
    herein) having at the time of such investment a short-term credit rating of “P-1” by Moody’s; provided,
    further, that the issuer thereof must also have at the time of such investment a senior long-term debt rating of not
    less than “Aa3” by Moody’s;
	 	 	 
	 	          (vi) a
    reinvestment agreement issued by any bank (if treated as a deposit by such bank), or a Registered guaranteed investment or
    reinvestment agreement issued by an insurance company or other corporation or entity, in each case 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 credit rating of not less than “Aa3” by Moody’s;
	 	 	 
	 	          (vii) the
    Wells Fargo Advantage Heritage Investment Money Market Fund, or any other 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 not less than “Aaa-mf”
    by Moody’s; and
	 	 	 
	 	          (viii) any
    other investment similar to those described in clauses (i) through (vi) 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


 




    	-21-



    	 



    

 


	 	 
	 	than “Aa3” by Moody’s
    and a short term credit rating of not less than “P-1” by Moody’s;



 

provided that mortgage-backed securities and interest only securities shall not constitute Eligible Investments; and provided,
further, that (a) Eligible Investments acquired with funds in the Collection Accounts shall include only such obligations
or securities as mature no later than three Business Day 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 (unless the Issuer has previously received an opinion of Cadwalader, Wickersham
& Taft LLP or another nationally recognized tax counsel experienced in such matters opining that the Issuer will be treated
as a foreign corporation not engaged in a trade or business in the United States for U.S. federal income tax purposes, 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), (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 obligations of, and may be purchased from, the Trustee
and its Affiliates so long as the Trustee has a capital and surplus of at least U.S.$200,000,000 and has a long term unsecured
credit rating of at least “Baa1” by Moody’s, and may include obligations for which the Trustee or an Affiliate
thereof receives compensation for providing services.


 


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


 


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


 


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


 


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


 


                    “Excepted
Assets”: (i) The U.S.$262 proceeds of share capital contributed by the Parent REIT as the holder of the ordinary shares
of the Issuer, the U.S.$262 representing a profit fee to the Issuer, and, in each case, any interest earned thereon and the bank
account in which such amounts are held and (ii) the Preferred Share Distribution Account and all of the funds and other property
from time to time deposited in or credited to the Preferred Share Distribution Account.


 


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


 


                    “Exchange
Obligation”: The meaning specified in Section 12.1(a(ii)) hereof.


 




    	-22-



    	 



    

 


                    “Expense
Account”: The account established pursuant to Section 10.7(a) hereof.


 


                    “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 in respect thereof.


 


                    “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.


 


                    “Fitch”:
Fitch, Inc., Fitch Ratings, Ltd. and their subsidiaries including Derivative Fitch, Inc. and Derivative Fitch Ltd. and any successor
or successors thereto.


 


                    “Future
Advance”: With respect to Future Funding Mortgage Loans, one or more future advances that the Issuer is required to
make to the obligor under the Loan Documents relating thereto, subject to satisfaction of conditions precedent specified therein.


 


                    “Future
Funding Mortgage Loan”: Any Mortgage Loan that requires the lender to make one or more additional advances to the borrower
upon the satisfaction of certain conditions precedent specified in the related Loan Documents.


 


                    “Future
Funding Reserve Account”: The account established pursuant to Section 10.6(a) hereof.


 


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


 


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


 


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


 


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


 


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


 


                    “Grant”:
To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant
a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Collateral or of any other
security or


 




    	-23-



    	 



    

 


instrument
shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without
limitation the immediate continuing right to claim, collect, receive and take receipt for principal and interest payments in respect
of the Collateral (or any other security or instrument), and all other amounts payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the
name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled
to do or receive thereunder or with respect thereto.


 


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


 


                    “IAI”:
An institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under Regulation D under
the Securities Act.


 


                    “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.


 


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


 


                    Whenever
any Independent Person’s opinion or certificate is to be furnished to the Trustee 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.


 


                    “Initial
Maturity Date”: With respect to any Mortgage Loan, (i) the maturity date of such Mortgage Loan without giving effect
to any exercised extension options available under the terms of such Mortgage Loan, or (ii) if the related borrower has exercised
an extension option, the maturity date of such Mortgage Loan after giving effect to the exercised extension option, but without
giving effect to any additional extension option available under the terms of such Mortgage Loan.


 


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


 


                    “Interest
Accrual Period”: With respect to the Notes, (i) with respect to the first Payment Date, the period from and including
the Closing Date to and including the 14th day of the calendar month in which such first Payment Date occurs and (ii)
with respect to each


 




    	-24-



    	 



    

 


successive
Payment Date, the period from and including the 15th day of the calendar month immediately preceding the month in which
such Payment Date occurs, to and including the 14th day of the calendar month in which such Payment Date occurs.


 


                    “Interest
Advance”: The meaning specified in Section 10.9(a) hereof.


 


                    “Interest
Collection Account”: The trust account established pursuant to Section 10.2(a) hereof.


 


                    “Interest Coverage
Ratios”: Collectively, the Class A Interest Coverage Ratio and the Class B Interest Coverage Ratio.


 


                    “Interest
Distribution Amount”: Each of the Class A Interest Distribution Amount and Class B 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) or other distributions received during the related Due Period on all Mortgage Loans other than
Defaulted Mortgage Loans (net of the Servicing Fee and other amounts payable in accordance with the 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 Mortgage Loans or Eligible Investments (to the extent such accrued
interest was not applied to the purchase of Reinvestment Mortgage Loans), in each case, excluding any accrued interest included
in Principal Proceeds pursuant to clause (A)(3) or (4) of the definition of Principal Proceeds, (2) all make-whole premiums, yield
maintenance or prepayment premiums or any interest amount paid in excess of the stated interest amount of a Mortgage Loan received
during the related Due Period, (3) all amendment, modification and waiver fees, late payment fees, commitment fees, exit fees,
extension fees and other fees and commissions received by the Issuer during such Due Period in connection with such Mortgage Loans
and Eligible Investments (other than, in each such case, fees and commissions received in connection with the restructuring of
a Defaulted Mortgage Loan or Eligible Investments or any extension of the maturity date of a Mortgage Loan beyond the original
maturity date), (4) those funds in the Expense Account designated as Interest Proceeds by the Collateral Manager pursuant to Section 10.7(a), (5) all funds remaining on deposit in the Expense Account upon redemption of the Notes in whole, pursuant to Section
10.7(a), (6) Interest Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to such
Payment Date, (7) all accrued original issue discount on Eligible Investments, (8) any interest payments received in Cash by the
Issuer during the related Due Period on any asset held by a Permitted Subsidiary that is not a Defaulted Mortgage Loan, (9) all
payments of principal on Eligible Investments purchased with proceeds of items (A)(1), (2) and (3) of this definition, (10) Cash
and Eligible Investments contributed by the Parent REIT pursuant to Section 12.2(c) and designated as “Interest Proceeds”
by the Parent REIT and (11) any excess proceeds received in respect of a Mortgage Loan to the extent such proceeds are designated
“Interest Proceeds” by the Collateral Manager in its sole discretion with notice to the Trustee on or before the related
Determination Date; provided that Interest Proceeds will in no event include any payment or proceeds specifically defined
as “Principal Proceeds” in the definition thereof, minus (B) the


 




    	-25-



    	 



    

 


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 10.9(a) hereof.


 


                    “Investor
Certification” means a certificate certifying that such person executing the Certificate is a Noteholder or a Beneficial
Owner of a Note. The Investor Certification shall be substantially in the form of Exhibit J hereto a form of which will
be posted to the Trustee website, and shall be submitted by any such person to the Collateral Manager for validation prior to
the Trustee granting such person with access to the Trustees’ website. Any information or service provided via the Trustee’s
website, and any recognition by the Trustee or a Noteholder or Beneficial Owner hereunder, shall be subject to such validation.


 


                    “Issuer”:
DivCore CLO 2013-1, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability, until
a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer”
shall mean such successor Person.


 


                    “Issuer
Order” and “Issuer Request”: A written order or request (which may be in the form of a standing order
or request) dated and signed in the name of the Issuer (and the Co-Issuer, if applicable) by an Authorized Officer of the Issuer
(and by an Authorized Officer of the Co-Issuer, if applicable), or by an Authorized Officer of the Collateral Manager.


 


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


 


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


 


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


 


                    “List”:
The meaning specified in Section 12.4(a)(ii) hereof.


 


                    “Listed
Bidders”: The meaning specified in Section 12.4(a)(ii) hereof.


 


                    “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 or other
agreement pursuant to which a Mortgage Loan or Eligible Investment has been issued or created and each other agreement that governs
the terms of or secures the obligations represented by such Mortgage Loan or Eligible Investment or of which holders of such Mortgage
Loan or Eligible Investment are the beneficiaries.


 


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


 




    	-26-



    	 



    

 


                    “Loss
Value Payment”: A cash payment made to the Issuer by the Seller in connection with a breach of representation or warranty
with respect to any Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in an amount that the Collateral Manager on
behalf of the Issuer, subject to the consent of a majority of the holders of each Class of Notes (excluding any Note hold by any
Seller or any of their respective affiliates), determines is sufficient to compensate the Issuer for such breach of representation
or warranty, which Loss Value Payment will be deemed to cure sure breach of representation or warranty.


 


                    “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 of the aggregate liquidation preference of
    outstanding Preferred Shares.


 


                    “Mandatory
Redemption”: The meaning specified in Section 9.5 hereof.


 


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


 


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


 


                    “Minnesota
Collateral”: The meaning specified in Section 3.3(a)(v) hereof.


 


                    “Modified
Mortgage Loan”: A Mortgage Loan as to which an amendment, modification, supplement, consent or waiver has been entered
into with respect to a related Loan Documents that changes a monetary term of the Mortgage Loan or a material non-monetary term
of the Mortgage Loan; provided that a Mortgage Loan will not be considered a Modified Mortgage Loan solely by reason of (a) a
first time change in the applicable Margin by less than 1.25% or (b) a waiver of or modification to any default interest, late
charges, yield maintenance charges, exist fees, prepayment premiums or other amounts not constituting interest or principal payable
under the Mortgage Loan.


 


                    “Monthly
Report”: The meaning specified in Section 10.11(a) hereof.


 


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


 




    	-27-



    	 



    

 


 


                    “Moody’s
Effective Date Deemed Rating Confirmation”: A deemed written confirmation from Moody’s of the ratings assigned
by Moody’s to the Notes on the Closing Date.


 


                    “Moody’s
Minimum Average Recovery Rate”: As of any date of determination, a rate expressed as a percentage equal to the number
obtained by (i) summing the products obtained by multiplying the Principal Balance of each Mortgage Loan by its Moody’s
Recovery Rate and (ii) dividing such sum by the Principal Balance of the Mortgage Loans and (iii) rounding up to the first decimal
place.


 


                    “Moody’s
Minimum Average Recovery Rate Test”: A test that will be satisfied as of any Measurement Date if the Moody’s Minimum
Average Recovery Rate is greater than or equal to 54.75%.


 


                    “Moody’s
Rating”: With respect to any Mortgage Loan, the private credit assessment assigned to such Mortgage Loan by Moody’s
for the Issuer.


 


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


	 	 	 	 	 	 	 	 	 	 	 
	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 Mortgage Loan, the rate specified in the table below:


	 	 	 	 
	Property
    Type	 	Moody’s
    Recovery Rate
	Industrial, Multifamily and Anchored Retail Properties	 	60%	 
	Office and Unanchored Retail Properties	 	55%	 
	Hospitality and Healthcare Properties	 	45%	 
	All Other Types of Properties	 	40%	 


 


                    “Moody’s
Test Modification”: The meaning specified in Section 12.4 hereof.


 


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


 




    	-28-



    	 



    

 


                    “Mortgage
Loan” and “Mortgage Loans”: Any Whole Loan or Senior Participation acquired by the Issuer in accordance
with the provisions of this Indenture.


 


                    “Mortgage
Loan File”: The meaning set forth in Section 3.3(d).


 


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


 


                    “Mortgage
Loan Purchase Agreement”: Any Mortgage Loan Purchase agreement entered into on or about the Closing Date and any other
Mortgage Loan Purchase agreement entered into after the Closing Date if a purchase agreement is necessary to comply with this
Indenture, which agreement is assigned to the Trustee pursuant to this Indenture.


 


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


	 	 
	 	          (i) the
    Aggregate Principal Balance on such Measurement Date of the Mortgage Loans (other than Defaulted Mortgage Loans or Modified
    Mortgage Loans);
	 	 
	 	          (ii) the
    Aggregate Principal Balance of all Principal Proceeds held as Cash and Eligible Investments and all Cash and Eligible Investments
    held in the Future Funding Reserve Account and the Unused Proceeds Account; and
	 	 
	 	          (iii) with
    respect to each Defaulted Mortgage Loan or Modified Mortgage Loan, the Calculation Amount of such Defaulted Mortgage Loan
    or Modified Mortgage Loan;


 


provided,
however, that (A) with respect to each Defaulted Mortgage Loan that has been owned by the Issuer for more than three years
after becoming a Defaulted Mortgage Loan, the Principal Balance of such Defaulted Mortgage Loan shall be zero for purposes of
computing the Net Outstanding Portfolio Balance, and (B) with respect to each Defaulted Mortgage Loan as to which the Collateral
Manager has delivered to the Issuer and the Trustee a binding commitment to consummate a Credit Risk/Defaulted Mortgage Loan Cash
Purchase within a period that extends no longer than 45 days from the date of such commitment, such Mortgage Loan will not be
treated as a Defaulted Mortgage Loan during such period for purposes of computing the Net Outstanding Portfolio Balance.


 


                    “No
Downgrade Confirmation”: A confirmation from the 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 the Rating Agency.


 


                    “Non-call
Period”: The period from the Closing Date to and including the Business Day immediately preceding the earlier of (i)
the Payment Date in December 2016 and (ii) the Payment Date on which the Aggregate Outstanding Amount of the Class A Notes will
be reduced to less than 65% of the Aggregate Outstanding Amount of the Class A Notes on the Closing Date, during which no Optional
Redemption is permitted to occur.


 




    	-29-



    	 



    

 


                    “Non-Acquired
Participation”: With respect to any Senior Participation acquired by the Issuer, any related participation interest
(whether a Senior Pari Passu Participation or a Junior Participation) in the related Underlying Whole Loan, which related participation
interest is not acquired by the Issuer.


 


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


 


                    “Nonrecoverable
Interest Advance”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.9 hereof
that the Advancing Agent or the Backup Advancing Agent, as applicable, has determined in its sole discretion, exercised in good
faith, that the amount so advanced or proposed to be advanced plus interest expected to accrue thereon, will not be ultimately
recoverable from subsequent payments or collections with respect to the related Mortgage Loan.


 


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


 


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


 


                    “Note
Interest Rate”: With respect to the Class A Notes and the Class B Notes, the Class A Rate and the Class B Rate, respectively.


 


                    “Notes”:
The Class A Notes and the Class B Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.


 


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


 


                    “Notional
Amount”: In respect of the Preferred Shares, the per share notional amount as provided in the Preference Share Paying
Agency Agreement. The aggregate Notional Amount of the Preferred Shares on the Closing Date will be U.S.$160,000,000.


 


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


 


                    “NRSRO
Certification”: A certification (a) substantially in the form of Exhibit G executed by a NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click through” confirmation on the 17g-5 Website, in either
case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such
NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B), that such NRSRO
has access to the Issuer’s 17g-5 website and that such NRSRO will keep such information confidential, except to the extent
such information has been made available to the general public.


 


                    “Offering
Memorandum”: The Offering Memorandum, dated December 4, 2013, relating to the offering of the Notes.


 




    	-30-



    	 



    

 


 


                    “Officer”:
With respect to any corporation or limited liability company, including the Issuer, the Co-Issuer and the Collateral Manager,
any Director, Manager, the Chairman of the Board of Directors, the President, any Senior Vice President any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, General Partner of such entity; and with respect to
the Trustee, any Trust Officer.


 


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


 


                    “Opinion
of Counsel”: A written opinion addressed to the Trustee and the Rating Agency in form and substance reasonably satisfactory
to the Trustee and the Rating Agency of an outside third party counsel of national recognition admitted to practice before the
highest court of any state of the United States or the District of Columbia (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. 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 the Trustee and the Rating
Agency or shall state that the Trustee and the Rating Agency shall be entitled to rely thereon.


 


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


 


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


	 	 
	 	          (i) Notes
    theretofore canceled by the Notes Registrar or delivered to the Notes Registrar for cancellation;
	 	 
	 	          (ii) Notes
    or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited
    with the Trustee 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 or provision therefor satisfactory to the Trustee has been made;
	 	 
	 	          (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 Trustee 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


 




    	-31-



    	 



    

 


disregarded
and deemed not to be Outstanding and (y) in relation to 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
(including the exercise of any rights to remove the Collateral Manager except with respect to the termination of the Collateral
Manager without cause and with respect to the replacement of the Collateral Manager in instances where the Collateral Manager
has not been terminated for cause or where such replacement is not an Affiliate of the Collateral Manager), Notes owned by the
Collateral Manager or any of its Affiliates, or by any accounts managed by them, shall be disregarded and deemed not to be Outstanding.
The Trustee shall be entitled to rely on certifications from Noteholders in order to determine any such affiliations. The Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, except to the
extent that a Trust Officer of the Trustee has actual knowledge of any such affiliation. 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 Collateral Manager or any other obligor
upon the Notes or any Affiliate of the Issuer, the Collateral Manager or such other obligor.


 


                    “Par
Value Ratios”: Collectively, the Class A Par Value Ratio and the Class B Par Value Ratio.


 


                    “Parent
REIT”: DivCore Subordinate Debt Club I REIT Holding, LLC.


 


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


 


                    “Paying
Agent”: Any Person authorized by the Issuer and the Co-Issuer to pay the principal of or interest on any Notes on behalf
of the Issuer and the Co-Issuer as specified in Section 7.2 hereof.


 


                    “Payment
Account”: The payment account of the Trustee in respect of the Notes established pursuant to Section 10.3 hereof.


 


                    “Payment
Date”: With respect to each Class of Notes, monthly on the later of (i) the 15th calendar day of each calendar
month (or if such day is not a Business Day, the next succeeding Business Day) and (ii) the fourth Business Day following the
Determination Date, to and including the Stated Maturity Date related to such Class unless redeemed or repaid prior thereto, commencing
on December 16, 2013.


 


                    “Permitted
Subsidiary”: Any one or more wholly-owned, single purpose entities 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
Agent”: Jefferies LLC, in its capacity as the placement agent.


 




    	-32-



    	 



    

 


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


 


                    “Pledged
Mortgage Loan”: On any date of determination, any Mortgage Loan that has been Granted to the Trustee and not been released
from the lien of this Indenture pursuant to Section 10.13 hereof.


 


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


 


                    “Preferred
Shares”: The preferred shares issued by the Issuer concurrently with the issuance of the Notes which shall be in certificated
form.


 


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


 


                    “Preferred
Shares Distribution Amount”: Any remaining Interest Proceeds and Principal Proceeds, if any, to be released from the
lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Shares Paying Agent for deposit into the
Preferred Share Distribution Account for distribution to the holders of the Preferred Shares after payment by the Trustee of all
distributions which take priority pursuant to Section 11.1(a).


 


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


 


                    “Preferred
Shares Paying Agent”: Wells Fargo Bank, National Association, solely in its capacity as Preferred Shares Paying Agent
under the Preferred Share Paying Agency Agreement and not individually, or any successor Preferred Shares Paying Agent pursuant
to the applicable provisions of the Preferred Share Paying Agency Agreement, as the case may be.


 


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


	 	 
	 	          (i) the
    Principal Balance of any Eligible Investment that does not pay Cash interest on a current basis will be the accreted value
    thereof; and
	 	 
	 	          (ii) the
    Principal Balance of any Future Funding Mortgage Loan also will be deemed not to include any unfunded portion outstanding
    in the form of Future Advances with respect to such Mortgage Loan.


 


                    “Principal
Collection Account”: The trust account established pursuant to Section 10.2(a) hereof.


 




    	-33-



    	 



    

 


                    “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) and any amount representing the accreted portion of a discount from the face amount of a Mortgage Loan or
an Eligible Investment) received during the related Due Period in respect of (a) Eligible Investments (other than Eligible Investments
purchased with Interest Proceeds, Eligible Investments in the Expense Account and Eligible Investments in the Future Funding Reserve
Account) and (b) Mortgage Loans as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Mortgage Loan,
(ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted Mortgage Loans or (iv) any
other principal payments received with respect to Mortgage Loans, (2) all fees and commissions received during such Due Period
in connection with the restructuring of a Defaulted Mortgage Loan or Eligible Investments or any extension of the maturity date
of a Mortgage Loan beyond the original maturity date, (3) any interest received during such Due Period on such Mortgage Loans
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 and interest included in clause (A)(1) of
the definition of Interest Proceeds, (4) Sale Proceeds received during such Due Period in respect of sales (excluding those previously
reinvested or currently being reinvested in Mortgage Loans in accordance with the Transaction Documents and excluding accrued
interest included in Sale Proceeds (unless such accrued interest was purchased with Principal Proceeds) that are designated by
the Collateral Manager as Interest Proceeds in accordance with clause (A)(1) of the definition of Interest Proceeds), (5) all
Cash payments of interest received during such Due Period on Defaulted Mortgage Loans, (6) funds transferred to the Principal
Collection Account from the Future Funding Reserve Account in respect of amounts previously held on deposit in respect of unfunded
commitments for (x) Future Funding Mortgage Loans as to which the Backstop Condition has been satisfied, (y) Future Funding Mortgage
Loans that have been sold or otherwise disposed of before such commitments thereunder have been drawn or as to which excess funds
remain or (z) Future Funding Mortgage Loans, the future funding obligation of which has been assigned to an Approved Lender as
to whom the Backstop Condition has been satisfied, (7) any principal payments received in Cash by the Issuer during the related
Due Period on any asset held by a Permitted Subsidiary, (8) any Loss Value Payments received by the Issuer from a Seller, (9)
all other payments received in connection with the Mortgage Loans and Eligible Investments that are not included in Interest Proceeds
(10) after the Effective Date, all amounts in the Unused Proceeds Account and (11) all Cash and Eligible Investments contributed
by the Parent REIT pursuant to the terms of Section 12.2(c) and designated as “Principal Proceeds” by the Parent
REIT; provided that in no event will Principal Proceeds include any proceeds from the Excepted Assets minus (B)(1) the
aggregate amount of any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the Backup
Advancing Agent from Interest Proceeds and (2) the portion of such Principal Proceeds previously reinvested or currently being
held for reinvestment in Reinvestment Mortgage Loans if the Issuer is permitted to purchase Reinvestment Mortgage Loans in accordance
with Section 12.2.


 


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


 




    	-34-



    	 



    

 





                    “Privileged
Person”: Any of the following persons: the Issuer and its Designees, the Placement Agents, the Servicer, the Special
Servicer, the Collateral Manager and its designees, the Trustee, the Paying Agent, any NRSRO, the Advancing Agent, any person
who submits to the Trustee an NRSRO Certification and any person, following confirmation from the Collateral Manager to the Trustee,
that it has received and validated an Investor Certification from such person. The Trustee may rely on such validation from the
Collateral Manager for providing access to the Trustee’s website.


 


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


 


                    “Property-Level
Documents”: The meaning specified in Section 10.12(a)(ii)(D).


 


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


 


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


 


                    “Ramp-Up
Period”: The period commencing on the Closing Date and ending on the earlier of (i) the Effective Date and (ii) the
occurrence of an Event of Default (after the expiry of any applicable grace periods).


 


                    “Rating
Agency”: Moody’s and any successor thereto, or, with respect to the Collateral generally, if at any time 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 the Rating Agency for a No Downgrade Confirmation; and
	 	 
	 	          (b)     any
    one of the following has occurred:




	 	 
	 	          (i) a
    No Downgrade Confirmation has been received; or
	 	 
	 	          (ii) (A) within
    10 business days of such request being sent to the Rating Agency, the Rating Agency has not replied to such request or has
    responded in a manner that indicates that the Rating Agency is neither reviewing such request nor waiving the requirement
    for confirmation;




	 	 
	 	          (B) the
    Requesting Party has confirmed that the Rating Agency has received the confirmation request,
	 	 
	 	          (C) the
    Requesting Party promptly requests the No Downgrade Confirmation a second time; and



 



    	-35-



    	 



    

 


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


 


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


 


                    “Record
Date”: The date on which the Holders of Notes entitled to receive a payment in respect of principal or interest on the
succeeding Payment Date is determined, such date as to any Payment Date being the 15th day (whether or not a Business Day) prior
to the applicable Payment Date.


 


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


 


                    “Redemption
Date Statement”: The meaning specified in Section 10.11(e) hereof.


 


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


 


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


 


                    Class
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 Capitalized Interest and any Class B Defaulted Interest Amount) due on the applicable Redemption Date; and


 


                    Preferred
Shares. The redemption price for the Preferred Shares will be calculated on the related Determination Date and will be equal
to the sum of all net proceeds from the sale of the Collateral in accordance with Article 12 hereof and Cash (other than
the Issuer’s rights, title and interest in the property described in clause (i) of the definition of “Excepted Assets”),
if any, remaining after payment of all amounts and expenses, including payments made in respect of the Notes, described under
clauses (1) through (10) of Section 11.1(a)(i) and clauses (1) through (6) of Section 11.1(a)(ii); provided
that, if there are no such net proceeds or Cash remaining, the redemption price for the Preferred Shares shall be equal to U.S.$0.


 


                    “Reference
Banks”: The meaning set forth in Schedule S attached hereto.


 


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


 


                    “Registered
Security”: The meaning specified in Section 3.3(a)(iii) hereof.


 


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


 




    	-36-



    	 



    

 


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


 


                    “Reimbursement
Interest”: Interest accrued on the amount of any Interest Advance made by the Advancing Agent or the Backup Advancing
Agent, for so long as it is outstanding, at the Reimbursement Rate.


 


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


 


                    “Reinvestment
Mortgage Loan”: Any Mortgage Loan that is acquired after the Closing Date that satisfies the Eligibility Criteria and
the Reinvestment Criteria in accordance with the terms of Section 12.2(a) hereof.


 


                    “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 last day of the Due Period related to the Payment Date in November 2015; (ii) the end of the Due Period
related to the Payment Date on which all of the Securities are redeemed as described herein under Section 9.1; and (iii)
the date on which an Event of Default has occurred.


 


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


 


                    “Remittance
Date”: The Business Day prior to the Payment Date in each month.


 


                    “Repurchase
Price”: The meaning specified in Section 16.3(c) hereof.


 


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


 


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


 


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


 


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


 


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


 


                    “S&P”:
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.


 




    	-37-



    	 



    

 


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


 


                    “Sale
Proceeds”: All proceeds (including accrued interest) received with respect to Mortgage Loans and Eligible Investments
as a result of sales of such Mortgage Loans and Eligible Investments, sales in connection with the exercise of a purchase option
by the holder of a Non-Acquired Participation or a mezzanine lender, and sales in connection with a repurchase for a breach of
a representation or warranty, in each case net of any reasonable out-of-pocket expenses of the Collateral Manager or the Trustee
in connection with any such sale.


 


                    “Schedule
of Closing Date Mortgage Loans”: The schedule of Closing Date Mortgage Loans listed on Schedule A attached hereto,
which schedule shall include the Principal Balance, the spread and the relevant floating reference rate and the maturity date.


 


                    “Scheduled
Distribution”: With respect to any Mortgage Loan or Eligible Investment, for each Due Date, the scheduled payment of
principal, interest or fee or any dividend or premium payment due on such Due Date or any other distribution with respect to such
Mortgage Loan or Eligible Investment, determined in accordance with the assumptions specified in Section 1.2 hereof.


 


                    “SEC”:
The Securities and Exchange Commission.


 


                    “Secured
Parties”: Collectively, the Trustee, the Company Administrator, the Noteholders and the Collateral Manager, 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(a) hereof.


 


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


 


                    “Securities
Intermediary”: The meaning specified in Section 8-102(a)(14) of the UCC.


 


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


 


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


 


                    “Seller”:
The meaning specified in the applicable Mortgage Loan Purchase Agreement.


 


                    “Senior
AB Participation”: A Mortgage Loan that is a participation interest (or an A Note) in an Underlying Whole Loan pursuant
to a participation agreement (or intercreditor 


 




    	-38-



    	 



    

 


agreement) in which the interest acquired by the Issuer is senior to one or more
Junior Participations.


 


                    “Senior
Pari Passu Participation”: A Mortgage Loan that is a participation interest in an Underlying Whole Loan in which the
interest acquired by the Issuer is pari passu with one or more other Senior Pari Passu Participation Interests that are
each Non-Acquired Participations and which each are the senior-most interest in such Underlying Whole Loan.


 


                    “Senior
Participation”: A Mortgage Loan that is either a senior participation interest (including A Notes and senior or pari
passu participation interests) in an Underlying Whole Loan pursuant to a Senior AB Participation, in which the related Junior
Participation is a Non-Acquired Participation.


 


                    “Sensitive
Asset”: means (i) a Mortgage Loan, or a portion thereof, or (ii) a real property or other interest (including, without
limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise of remedies
with respect to a Mortgage Loan or portion thereof, in either case, as to which (1) 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 or (2) the Collateral Manager is required by the Parent REIT to sell to a Permitted Subsidiary.


 


                    “Servicer”:
Situs Asset Management LLC, each of its permitted successors and assigns or any successor Person that shall have become the Servicer
pursuant to the provisions of the Servicing Agreement and thereafter “Servicer” shall mean such successor Person.


 


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


 


                    “Servicing
Fee”: With respect to each Due Period the aggregate amount of all servicing fees payable to the CLO Servicer under the
Servicing Agreement and any backup servicer named therein or in any backup servicing agreement to which the Issuer is a party
during such Due Period.


 


                    “Share
Registrar”: Appleby Trust (Cayman) Ltd., unless a successor Person shall have become the Share Registrar pursuant to
the applicable provisions of the Preferred Share Paying Agency Agreement, and thereafter “Share Registrar” shall mean
such successor Person.


 


                    “Special
Servicer”: Situs Holdings, LLC, each of its permitted successors and assigns or any successor Person that shall have
become the Servicer pursuant to the provisions of the Servicing Agreement and thereafter “Special Servicer” shall
mean such successor Person.


 


                    “Specified
Appraisal Firm”: The national MAI appraisal firm, or its successor, that has been contracted by the Collateral Manager
on behalf of the Issuer to provide Updated Appraisals for so long as any Class of Notes are outstanding under a pre-arranged fee
schedule. The contract with the Specified Appraisal Firm shall specify the requirements for the Updated Appraisals and the required
time frame in which the Updated Appraisals will be produced. The terms of contract and the choice of the appraisal firm to act
as the Specified Appraisal Firm shall 


 




    	-39-



    	 



    

 

be subject to the approval of the Class A Majority Holders. If at any time the Specified
Appraisal Firm ceases to exist, the selection of a new replacement Specified Appraisal Firm and the terms of the contract shall
be approved by the Class A Majority Holders.


 



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


 


                    “Stated
Maturity Date”: The Payment Date occurring in November 2032.


 


                    “Subordinate
Interest”: The meaning specified in Section 13.1 hereof.


 


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


 


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


 


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


 


                    “Total
Redemption Price”: The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1)
through (4) and (11) of Section 11.1(a)(i) and to redeem all Notes at their applicable Redemption Prices.


 


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


 


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


 


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


 




    	-40-



    	 



    

 


                    “Trust
Officer”: When used with respect to 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 of such officer’s knowledge of and familiarity with the particular subject.


 


                    “Trustee”:
Wells Fargo Bank, National Association, a national banking association, solely in its capacity as trustee hereunder, or any successor
Trustee pursuant to the terms of this Indenture.


 


                    “Trustee’s
Website”: Initially, www.ctslink.com, provided that such address may change upon notice by the Trustee to the
parties hereto and the Rating Agency.


 


                    “UCC”:
The applicable Uniform Commercial Code.


 


                    “Uncertificated
Security”: The meaning specified in Section 3.3(a)(ii) hereof.


 


                    “Underlying
Mortgaged Property”: With respect to a Mortgage Loan that is (i) a Whole Loan, the commercial mortgage property or properties
securing the Whole Loan and (ii) a Senior Participation, the commercial mortgage property or properties securing the Underlying
Whole Loan.


 


                    “Underlying
Whole Loan”: With respect to any Mortgage Loan that is a Senior Participation, the Whole Loan in which such Senior 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.


 


                    “Unregistered
Securities”: The meaning specified in Section 5.17(c) hereof.


 


                    “Unscheduled
Principal Payments”: Any proceeds received by the Issuer from an unscheduled prepayment or redemption (in whole but
not in part) by the obligor of a Mortgage Loan (or, in the case of a Senior Participation, the related Underlying Whole Loan)
prior to the maturity date of such Mortgage Loan (or, in the case of a Senior Participation, the related Underlying Whole Loan).


 


                    “Unused
Proceeds Account”: The trust account established pursuant to Section 10.4(a) hereof.


 


                    “Updated
Appraisal”: An appraisal (or a broker’s opinion of value for a Mortgage Loan with a Principal Balance of less
than $15,000,000) from the Specified Appraisal Firm, which may not be more than 12 months old.


 


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


 


                    “Weighted
Average Life”: As of any Measurement Date with respect to the Mortgage Loans (other than Defaulted Mortgage Loans),
the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each Mortgage Loan



 




    	-41-



    	 



    

 


(other than Defaulted
Mortgage Loans) by (b) the outstanding Principal Balance of such Mortgage Loan and (ii) dividing such sum by the Aggregate Principal
Balance at such time of all Mortgage Loans (other than Defaulted Mortgage Loans). For purposes of this definition, “Average
Life” means, on any Measurement Date with respect to any Mortgage Loan (other than a Defaulted Mortgage Loan), 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 the Measurement Date to the respective dates of each successive expected distribution of principal of
such Mortgage Loan and (b) the respective amounts of such expected distributions of principal by (ii) the sum of all successive
expected distributions of principal on such Mortgage Loan.


 


                    “Weighted
Average Acquisition Price”: As of any date of determination, the number obtained by (A) summing the products obtained
by multiplying (i) the acquisition price of each Mortgage Loan (expressed as a percentage of the outstanding Principal Balance
of such Mortgage Loan at the time of acquisition) by (ii) the outstanding Principal Balance of such Mortgage Loan, and (B) dividing
such sum by the aggregate Principal Balance at such time of all Mortgage Loans.


 


                    “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 Mortgage Loan (other than a Defaulted Mortgage Loan), the greater
of (x) the current stated spread above LIBOR at which interest accrues on each such Mortgage Loan and (y) if such Mortgage Loan
provides for a minimum interest rate payable thereunder, the excess, if any, of the minimum interest rate applicable to such Mortgage
Loan over LIBOR by (ii) the Principal Balance of such Mortgage Loan as of such date, and (B) dividing such sum by the aggregate
Principal Balance of all Mortgage Loans (excluding all Defaulted Mortgage Loans).


 


                    “Whole
Loan”: A commercial mortgage loan secured by a first-lien mortgage on a commercial property, multifamily property or
manufactured housing community property.


 


                    Section
1.2 Assumptions as to Collateral.


 


                    (a) In
connection with all calculations required to be made pursuant to this Indenture with respect to Scheduled Distributions on any
Mortgage Loan and Eligible Investment, or any payments on any other Collateral, and with respect to the income that can be earned
on Scheduled Distributions on any Mortgage Loan or Eligible Investment and on any other amounts that may be received for credit
to the applicable Collection Account, the provisions set forth in this Section 1.2 shall be applied.


 


                    (b) All
calculations with respect to Scheduled Distributions on the Mortgage Loans and Eligible Investments shall be made on the basis
of information as to the terms of each such Collateral and upon report of payments, if any, received on such Collateral that are
furnished by or on behalf of the related borrower, obligor or issuer of such Collateral and, to the extent they are not manifestly
in error, such information or report may be conclusively relied upon in making such calculations.


 




    	-42-



    	 



    

 


                    (c) For
each Due Period, the Scheduled Distribution on any Mortgage Loan (other than a Defaulted Mortgage Loan, which, except as otherwise
provided herein, shall be assumed to have a Scheduled Distribution of zero) or Eligible Investment shall be the sum of (i) the
total amount of payments and collections in respect of such Mortgage Loan or Eligible Investment (including all Sales Proceeds
received during the Due Period and not reinvested in Reinvestment Mortgage Loans or retained in the Principal Collection Account
for subsequent reinvestment) that, if paid as scheduled, will be available in the Collection Accounts at the end of such Due Period
for payment on the Notes and of expenses of the Issuer and the Co-Issuer pursuant to the Priority of Payments and (ii) any such
amounts received in prior Due Periods that were not disbursed on a previous Payment Date and do not constitute amounts which have
been used as reimbursement with respect to a prior Interest Advance pursuant to the terms of this Indenture. On any date of determination,
the amount of any Scheduled Distribution due on any future date with respect to any Mortgage Loan as to which any interest or
other payment thereon is subject to withholding tax of any relevant jurisdiction shall be assumed to be made net of any such uncompensated
withholding tax based upon withholding tax rates in effect on such date of determination.


 


                    (d) [Reserved].


 


                    (e) For
purposes of calculating the Interest Coverage Ratios, (1) the expected interest income on the Mortgage Loans and Eligible Investments
and the expected interest payable on the Notes shall be calculated using the interest rates applicable thereto on the applicable
Measurement Date, (2) accrued original issue discount on Eligible Investments shall be deemed to be Scheduled Distributions due
on the date such original issue discount is scheduled to be paid, (3) with respect to each Defaulted Mortgage Loan as to which
the Collateral Manager has delivered written notice to the Issuer and the Trustee a binding commitment to consummate a Credit
Risk/Defaulted Mortgage Loan Cash Purchase within a period that extends no longer than 45 days from the date of such commitment,
such Mortgage Loan will not be treated as a Defaulted Mortgage Loan during such period, (4) there will be excluded all scheduled
or deferred payments of interest on or principal of Mortgage Loans and any payment that the Collateral Manager has determined
in its reasonable judgment will not be made in cash or received when due and (5) with respect to any Mortgage Loan 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).


 


                    (f) Each
Scheduled Distribution receivable with respect to a Mortgage Loan or Eligible Investment shall be assumed to be received on the
applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the applicable Collection
Account except to the extent the Collateral Manager has a reasonable expectation that such Scheduled Distribution will not be
received on the applicable Due Date. All such funds shall be assumed to continue to earn interest until the date on which they
are required to be available in the applicable Collection Account for transfer to the Payment Account for application, in accordance
with the terms hereof, to payments of principal of or interest on the Notes or other amounts payable pursuant to this Indenture.


 




    	-43-



    	 



    

 





 


                    (g) All
calculations required to be made and all reports which are to be prepared pursuant to this Indenture with respect to the Collateral,
shall be made on the basis of the date on which the Issuer makes a binding commitment to purchase or sell a Mortgage Loan or Eligible
Investment rather than the date upon which such purchase or sale settles.


 


                    Section
1.3 Interest Calculation Convention. 


 


                    All
calculations of interest hereunder that are made with respect to the Notes shall be made on the basis of the actual number of
days during the related Interest Accrual Period divided by 360.


 


                    Section
1.4 Rounding Convention.


 


                    Unless
otherwise specified herein, test calculations that evaluate to a percentage will be rounded to the nearest ten thousandth of a
percentage point and test calculations that evaluate to 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 Trustee’s or Authenticating Agent’s certificate of authentication thereon (the “Certificate
of Authentication”) shall be in substantially the forms required by this Article 2, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by
the Authorized Officers of the Issuer and the Co-Issuer, executing such Notes as evidenced by their execution of such Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
the Note.


 


                    Section
2.2 Forms of Notes and Certificate of Authentication.


 


                    (a) Form.
The form of each Class of Notes including the Certificate of Authentication, shall be substantially as set forth in Exhibits
A and B hereto.


 


                    (b) Global
Securities and Definitive Notes.


	 	 
	 	          (i) The
    Notes initially offered and sold in the United States to (or to U.S. Persons who are) QIBs shall be represented by one or
    more permanent global notes in definitive, fully registered form without interest coupons with the applicable legend set forth
    in Exhibits A and B hereto added to the form of such Notes (each, a “Rule 144A Global Security”),
    which shall be registered in the name of Cede & Co., a nominee of the Depository, and deposited with the Trustee, at its
    Corporate Trust Office, as custodian for
	 	 




    	-44-



    	 



    

 


	 	 
	 	the Depository, duly executed by the
    Issuer and the Co-Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule
    144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or
    the Depository or its nominee, as the case may be, as hereinafter provided.



	 	 
	 	          (ii) The
    Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall be 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 and B hereto added to the form of such Notes (each a “Definitive Note”),
    which shall be duly executed by the Issuer and the Co-Issuer and authenticated by the Trustee 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 Trustee 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 and B, hereto added to the form of such Notes (each, a “Regulation S Global Security”),
    which shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for
    the Depository and registered in the name of Cede & Co., a nominee of the Depository, for the respective accounts of Euroclear
    and Clearstream, Luxembourg or their respective depositories, duly executed by the Issuer and the Co-Issuer and authenticated
    by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Securities may from time
    to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its nominee, as the
    case may be, as hereinafter provided.


 


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


 


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


 


                    Agent
Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Trustee, as
custodian for the Depository or under the Global Security, and the Depository may be treated by the Issuer, the Co-Issuer, the
Trustee, and any agent of the Issuer, the Co-Issuer or the Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Co-Issuer, the Trustee, or any agent of
the Issuer, the Co-Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished
by


 




    	-45-



    	 



    

 


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 Security.


 


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


 


                    Section
2.3 Authorized Amount; Stated Maturity Date; and Denominations.


 


                    (a) The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to U.S.$340,000,000,
except for (i) Class B Capitalized Interest and (ii) Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6 or 8.5 hereof.


 


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



	 	 	 
	Designation	 	Original

    Principal

    Amount
	Class A Senior Secured Floating Rate Notes Due November 2032	 	U.S.$285,000,000
	Class B Secured Floating Rate Notes Due November 2032	 	U.S.$55,000,000


 


                    (b) The
Notes shall be issuable in minimum denominations of U.S.$250,000 and integral multiples of U.S.$500 in excess thereof (plus any
residual amount).


 


                    Section
2.4 Execution, Authentication, Delivery and Dating.


 


                    The
Notes shall be executed on behalf of the Issuer and the Co-Issuer by an Authorized Officer of the Issuer and the Co-Issuer, respectively.
The signature of such Authorized Officers on the Notes may be manual or facsimile.


 


                    Notes
bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer or 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 Notes
executed by the Issuer and the Co-Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the
Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.


 


                    Each
Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated
as of the Closing Date. All other Notes that


 




    	-46-



    	 



    

 


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 Trustee or by the Authenticating
Agent by the manual signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered hereunder.


 


                    Section
2.5 Registration, Registration of Transfer and Exchange.


 


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


 


                    If
a Person other than the Trustee is appointed by the Issuer and the Co-Issuer as Notes Registrar, the Issuer and the Co-Issuer
shall give the Trustee 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 Trustee shall have the right to inspect the Notes Register at all reasonable times
and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Notes Registrar
by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such
Notes.


 


                    Subject
to this Section 2.5, upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to
be maintained as provided in Section 7.2, the Issuer and the Co-Issuer shall execute, and the Trustee 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


 




    	-47-



    	 



    

 


Section
7.2. Whenever any Note is surrendered for exchange, the Issuer and the Co-Issuer shall execute, and the Trustee shall authenticate
and deliver, the Notes that the Noteholder making the exchange is entitled to receive.


 


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


 


                    Every
Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the 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 Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.


 


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


 


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


 


                    (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 purchasing for their own account or for the accounts of one or more QIBs or IAIs, 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 Trustee or any other Person may register the Notes under the
Securities Act or any state securities laws.


 


                    (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 Trustee or at the office of the Paying Agent (or such other office 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 Securities. Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding
and is held by or on behalf of the Depository, transfers of a Global Security, in whole or in part, shall be made only in accordance
with Section 2.2(c) and this Section 2.5(e).


 




    	-48-



    	 



    

 


	 	 
	 	          (i) Except
    as otherwise set forth below, transfers of a Global Security shall be limited to transfers of such Global Security 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 Security to a Definitive Note may only be made in accordance with Section 2.10.
	 	 
	 	          (ii) Regulation
    S Global Security to Rule 144A Global Security or Definitive Note. If a holder of a beneficial interest in a Regulation
    S Global Security wishes at any time to exchange its interest in such Regulation S Global Security for an interest in the
    corresponding Rule 144A Global Security or for a Definitive Note or to transfer its interest in such Regulation S Global Security
    to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Security
    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 Security or for a Definitive Note. Upon receipt
    by the Trustee or the Notes Registrar of:


 


	 	          (1) if
    the transferee is taking a beneficial interest in a Rule 144A Global Security, 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 Security in an amount equal to the beneficial interest in such Regulation S Global Security, 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 C-2 attached hereto; or
	 	 
	 	          (2) if
    the transferee is taking a Definitive Note, a duly completed transfer certificate in substantially the form of Exhibit
    C-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 Security, approve
    the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Security by the aggregate principal amount
    of the beneficial interest in the Regulation S Global Security 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 Security equal to the reduction
    in the principal amount of the Regulation S Global Security 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, 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 Security transferred by the transferor).


 




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	 	          (iii) Definitive
    Note or Rule 144A Global Security to Regulation S Global Security. If a holder of a beneficial interest in a Rule 144A
    Global Security or a Holder of a Definitive Note wishes at any time to exchange its interest in such Rule 144A Global Security
    or Definitive Note for an interest in the corresponding Regulation S Global Security, or to transfer its interest in such
    Rule 144A Global Security or Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in
    the corresponding Regulation S Global Security, 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 Security. Upon receipt by the Trustee or the Notes
    Registrar of:


 


	 	          (1) instructions
    given in accordance with DTC’s procedures from an Agent Member directing the Trustee or the Notes Registrar to credit
    or cause to be credited a beneficial interest in the corresponding Regulation S Global Security, 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
    Security or Definitive Note to be exchanged or transferred, and in the case of a transfer of Definitive Notes, such Holder’s
    Definitive Notes properly endorsed for assignment to the transferee,
	 	 
	 	          (2) a
    written order given in accordance with DTC’s procedures containing information regarding the participant account of
    DTC and the Euroclear or Clearstream account to be credited with such increase,
	 	 
	 	          (3) in
    the case of a transfer of Definitive Notes, a Holder’s Definitive Note properly endorsed for assignment to the transferee,
    and
	 	 
	 	          (4) a
    duly completed certificate in the form of Exhibit C-1 attached hereto,


 


	 	       then
    the Trustee or the Notes Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global
    Security (or, in the case of a transfer of Definitive Notes, the Trustee or the Notes Registrar shall cancel such Definitive
    Notes) and to increase the principal amount of the Regulation S Global Security by the aggregate principal amount of the beneficial
    interest in the Rule 144A Global Security 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 Security equal to the reduction in the principal amount of the Rule 144A Global Security (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 Securities to Definitive Notes. If, in accordance with Section 2.10, a holder of a beneficial
    interest in a Rule 144A Global Security wishes at any time to exchange its interest in such Rule 144A Global Security


 




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	 	for a Definitive Note or
    to transfer its interest in such Rule 144A Global Security 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 Trustee or the Notes Registrar of (A) a duly complete certificate substantially in the form of Exhibit
    C-3 and (B) appropriate instructions from DTC, if required, the Trustee or the Notes Registrar shall approve the instructions
    at DTC to reduce, or cause to be reduced, the Rule 144A Global Security by the aggregate principal amount of the beneficial
    interest in the Rule 144A Global Security to be transferred or exchanged, record the transfer in the Register in accordance
    with Section 2.5(a) and upon execution by the Issuers 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
    Security transferred by the transferor).


 


	 	          (v) Transfer
    of Definitive Notes to Rule 144A Global Securities. 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 Security 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 Security, 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 Security (provided
    that no IAI may hold an interest in a Rule 144A Global Security). Upon receipt by the Trustee 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 C-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 Securities 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
    Trustee 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 Security equal to the principal amount of the Definitive Note transferred or exchanged.


 


	 	          (vi) Other
    Exchanges. In the event that, pursuant to Section 2.10 hereof, a Global Security 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 Trustee.


 




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                    (f) Removal
of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth
in Exhibits A and B 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 Trustee), 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,
or ERISA. Upon provision of such satisfactory evidence, as confirmed in writing by the Issuer and the Co-Issuer, if applicable,
to the Trustee, the Trustee, at the direction of the Issuer and the Co-Issuer, if applicable, shall authenticate and deliver Notes
that do not bear such applicable legend.


 


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


 


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


 


                    (i) Each
Holder of Definitive Notes shall make the representations and agreements set forth in the certificate attached as Exhibit C-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 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 Trustee or Notes Registrar prior to registration of transfer
of a Note, the Trustee 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 Trustee or Notes Registrar, as the case may be, shall promptly notify the party delivering the same
if it determines that such certificate or Opinion of Counsel does not so conform).


 


                    (l) If
the Trustee determines 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 Trustee 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 Trustee shall not register such attempted or purported transfer and if a transfer has been registered, such transfer


 




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shall
be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee,
a “Disqualified Transferee”) and the last preceding holder of such interest in such Note that was not a Disqualified
Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such Holder.


 


                    In
addition, the Trustee 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, as applicable, based upon its estimation of the prevailing price of such interest and each Holder, by acceptance of an
interest in a Note, authorizes the Trustee to take such action. In any case, the Trustee shall not be held responsible for any
losses that may be incurred as a result of any required transfer under this Section 2.5(l).


 


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


 


                    (n) As
long as any Note is Outstanding, Notes held by the Parent REIT or any disregarded entity of the Parent REIT for federal income
tax purposes may not be transferred, pledged or hypothecated to any other Person (except to an affiliate that is wholly-owned
by the Parent REIT and is disregarded for U.S. federal income tax purposes) unless the Issuer receives an opinion of Cadwalader,
Wickersham & Taft LLP or another nationally recognized tax counsel experienced in such matters that such transfer will not
cause the Issuer to be treated as a foreign corporation engaged in a trade or business in the United States for federal income
tax purposes (or has previously received an opinion of Cadwalader, Wickersham & Taft LLP or another nationally recognized
tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that is not engaged in a trade
or business in the United States for federal income tax purposes).


 


                    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 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 the 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 (an unsecured indemnity agreement
delivered to the Trustee by an institutional investor with a net worth of at least U.S.$200,000,000 being deemed sufficient to
satisfy such security or indemnity requirement), then, in the absence of notice to the Specified Persons that such Note has been
acquired by a bona fide purchaser, the Issuer and the Co-Issuer shall execute and, upon Issuer Request, the Trustee shall 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.


 




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


 


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


 


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


 


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


 


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


 


                    Section
2.7 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved.


 


                    (a) The
Class A Notes shall accrue interest during each Interest Accrual Period at the Class A Rate. Interest on each Class A Note shall
be due and payable on each Payment Date immediately following the related Interest Accrual Period in the proportion that the outstanding
principal amount of such Class A Note bears to the Aggregate Outstanding Amount of all Class A Notes; provided, however, that
the payment of interest on the Class A Notes is subordinated to the payment on each Payment Date of certain amounts in accordance
with the Priority of Payments.


 


                    (b) The
Class B Notes shall accrue interest during each Interest Accrual Period at the Class B Rate. Subject to the next sentence, interest
on each Class B Note shall be due and payable on each Payment Date immediately following the related Interest Accrual Period in
the proportion that the outstanding principal amount of such Class B Note bears to the Aggregate Outstanding Amount of all Class
B Notes; provided, however, that the payment of interest on the Class B Notes is subordinated to the payment
on each Payment Date of the interest due and payable on the Class A Notes (including any Class A Defaulted Interest Amount) and
certain other amounts in accordance with the Priority of Payments. Any payment of interest due on the Class B Notes on any Payment
Date to the extent sufficient funds are not


 




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available
to make such payment in accordance with the Priority of Payments on such Payment Date, but only if one or more Class A Notes are
Outstanding, shall constitute “Class B Capitalized Interest”. Class B Capitalized Interest shall be added to
the principal balance of the Class B Notes and shall be payable on the first Payment Date on which funds are available to be used
for such purpose in accordance with the Priority of Payments, but in any event no later than the earlier of the Payment Date (A)
which is the Redemption Date with respect to the Class B Notes and (B) which is the Stated Maturity Date of the Class B Notes.


 


                    (c) Upon
any Optional Redemption, Tax Redemption or Clean-up Call, all net proceeds remaining after the sale of the Mortgage Loans in accordance
with Article 12 hereof and Cash and proceeds from Eligible Investments (other than the Issuer’s right, title and
interest in the property described in clause (i) of the definition of “Excepted Assets”), after the payment of the
amounts referred to in clauses (1) through (10) of Section 11.1(a)(i) and clauses (1) through (6) of Section 11.1(a)(ii)
will be distributed by the Trustee to the Preferred Shares Paying Agent for distribution to the Holders of the Preferred Shares
in accordance with the Preferred Share Paying Agency Agreement, whereupon the Preferred Shares will be cancelled and deemed paid
in full for all purposes.


 


                    (d) Interest
shall cease to accrue on each Class of Notes, or in the case of a partial repayment, on such part, from the date of repayment
or Stated Maturity Date unless payment of principal is improperly withheld or unless a Default has occurred with respect to such
payments of principal.


 


                    (e) The
principal of each Class of Notes matures at par and is due and payable on the Stated Maturity Date, unless the unpaid principal
of such Class of Notes becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise;
provided, however, that the payment of principal on the Class B Notes (other than payment of principal pursuant
to Section 9.5) may only occur after the 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 and any payment of principal on the Class B Notes which is not paid, in accordance with the Priority
of Payments, on any Payment Date, shall not be considered “due and payable” solely for purposes of Section 5.1(b)
until the Payment Date on which such principal may be paid in accordance with the Priority of Payments or all of the Class
A Notes have been paid in full.


 


                    (f) 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 Shares 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 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 (Certification of Foreign Status of Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary
Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI


 




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(Certification
of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or
Business) or any successors to such IRS forms). In addition, each of the Issuer, Co-Issuer, the Trustee, Preferred Shares 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 assets. Each Holder and each beneficial owner of
Notes agree to provide any certification requested pursuant to this Section 2.7(f) and to update or replace such form or
certification in accordance with its terms or its subsequent amendments. Furthermore, (i) if a Holder is a “foreign financial
institution” or other foreign financial entity subject to FATCA or (ii) if the Issuer is no longer a Qualified REIT Subsidiary,
but is instead a foreign corporation for U.S. federal income tax purposes, the Issuer shall require information to comply with
FATCA requirements pursuant to clause (xii) of the representations and warranties set forth under the third paragraph of Exhibit
C-1 hereto, as deemed made pursuant to Section 2.5(g) hereto, or pursuant to clause (xiii) of the representations and
warranties set forth under the third paragraph of Exhibit C-2 hereto, as deemed made pursuant to Section 2.5(h)
hereto, or pursuant to clause (xi) of the representations and warranties set forth under the third paragraph of Exhibit C-3
hereto, made pursuant to Section 2.5(i) hereto, as applicable.


 


                    (g) 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 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. The Issuer expects that the Depository
or its nominee, upon receipt of any payment of principal or interest in respect of a Global Security 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 Security 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 Security 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 Trustee or at the office of the Paying Agent (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 Security) on or prior to such Maturity.
None of the Issuer, the Co-Issuer, the Trustee 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 Trustee, in the name and at the expense
of the Issuer, shall not more than 30 nor fewer than five 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 per U.S.$500,000 initial principal amount of Notes and shall specify
the place where such Notes may be presented and surrendered for such payment.


 




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


 


                    (i) 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.


 


                    (j) 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.


 


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


 


                    (l) 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.


 


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


 




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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.


 


                    (n) 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.


 


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


 


                    (p) Payments
in respect of the Preferred Shares as contemplated by Sections 11.1(a)(i)(11) and 11.1(a)(ii)(7) shall be made by
the Trustee to the Preferred Shares Paying Agent.


 


                    Section
2.8 Persons Deemed Owners.


 


                    The
Issuer, the Co-Issuer, the Trustee, and any agent of the Issuer, the Co-Issuer or the Trustee 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 Issuer, the Co-Issuer or the Trustee nor any agent of the Issuer, the Co-Issuer
or the Trustee shall be affected by notice to the contrary; provided, however, that the Depository, or its
nominee, shall be deemed the owner of the Global Securities, and owners of beneficial interests in Global Securities will not
be considered the owners of any Notes for the purpose of receiving notices. With respect to the Preferred Shares, on any Payment
Date, the Trustee shall deliver to the Preferred Shares 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, if surrendered
to any Person other than the Trustee, be delivered to the Trustee, and shall be promptly canceled by the Trustee 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 Trustee shall be destroyed or held by
the Trustee in accordance with its standard retention policy. Notes of the most senior Class Outstanding that are held by the
Issuer, the Co-Issuer, the Collateral Manager or any of their respective Affiliates may be submitted to the Trustee for cancellation
at any time.


 




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                    Section
2.10 Global Securities; Definitive Notes; Temporary Notes.


 


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


	 	 
	 	          (i) upon
    Transfer of Global Securities to an IAI in accordance with the procedures set forth in Section 2.5(e)(ii) or Section
    2.5(e)(iii);
	 	 
	 	          (ii) if
    a holder of a Definitive Note wishes at any time to exchange such Definitive Note for one or more Definitive Notes or transfer
    such Definitive Note to a transferee who wishes to take delivery thereof in the form of a Definitive Note in accordance with
    Section 2.10, such holder may effect such exchange or transfer upon receipt by the Trustee or 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 C-3, upon receipt of which the Trustee or 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 authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Note
    endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts
    designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the
    Definitive Note surrendered by the transferor).
	 	 
	 	          (iii) in
    the event that the Depository notifies the Issuer and the Co-Issuer that it is unwilling or unable to continue as Depository
    for a Global Security or if at any time such Depository ceases to be a “Clearing Agency” registered under the
    Exchange Act and a successor depository is not appointed by the Issuer within 90 days of such notice, the Global Securities
    deposited with the Depository pursuant to Section 2.2 hereof shall be transferred to the beneficial owners thereof
    subject to the procedures and conditions set forth in this Section 2.10.


 


                    (b) Any
Global Security that is exchanged for a Definitive Note shall be surrendered by the Depository to the Trustee’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 Security. Any such transfer shall be made, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, 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 Security shall, except as otherwise provided by Section 2.5(f), bear the applicable legend
set forth in Exhibits C-1 or C-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 Security may transfer such Global Security by surrendering
it at the Corporate Trust Office of the Trustee, 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 Security may grant proxies and otherwise
authorize any Person, including Agent


 




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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) 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 Trustee a reasonable supply of Definitive Notes.


 


                    Pending
the preparation of Definitive Notes pursuant to this Section 2.10, the Issuer and the Co-Issuer may execute and, upon Issuer
Order, the Trustee shall authenticate and deliver, temporary Class A Notes or Class B 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 Class A or Class B 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 Class A Notes or Class B Notes, the Issuer and the Co-Issuer shall execute, and the Trustee shall authenticate and deliver,
in exchange therefor the same aggregate principal amount of Definitive Notes of authorized denominations. Until so exchanged,
the temporary Class A Notes or Class B Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive
Notes.


 


                    Section
2.11 U.S. Tax Treatment of Notes and the Issuer.


 


                    (a) Each
of the Issuer and the Co-Issuer intends that, for U.S. federal income tax purposes, the Notes be treated as debt and that the
Issuer be treated as a Qualified REIT Subsidiary (unless the Issuer has received an opinion of Cadwalader, Wickersham & Taft
LLP or another nationally recognized tax counsel experienced in such matters opining that the Issuer will be treated as a foreign
corporation not engaged in a trade or business in the United States for U.S. federal income tax purposes). Each prospective purchaser
and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other acquisition of such
Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S.
federal income tax purposes.


 


                    (b) The
Issuer and the Co-Issuer shall account for the Notes and prepare any reports to Noteholders and tax authorities consistent with
the intentions expressed in Section 2.11(a) above.


 


                    (c) Each
Holder of Notes shall timely furnish to the Issuer, the Co-Issuer or its agents any U.S. federal income tax form or certification
(such as IRS Form W-8BEN


 




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(Certification
of Foreign Status of Beneficial Owner) (with Part III marked), IRS Form W-8IMY (Certification of Foreign Intermediary Status),
IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s
Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors
to such IRS forms that the Issuer, the Co-Issuer or its agents may reasonably request and shall update or replace such forms or
certification in accordance with its terms or its subsequent amendments. Furthermore, if a Noteholder is a “foreign financial
institution” or other foreign financial entity subject to FATCA, it shall notify the Trustee, and Noteholders shall timely
furnish any information required pursuant to Section 2.7(f) including, without limitation, a properly completed and duly
executed IRS Form W-8.


 


                    Section
2.12 Authenticating Agents.


 


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


 


                    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 Trustee, the Issuer and the Co-Issuer.


 


                    The
Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent, the Issuer and the Co-Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee shall promptly
appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. The Trustee 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 Trustee shall be entitled to be reimbursed for such payments, subject to
Section 6.7 hereof. The provisions of Sections 2.9, 6.4 and 6.5 hereof shall be applicable to any
Authenticating Agent.


 


                    Section
2.13 Forced Sale on Failure to Comply with Restrictions.


 


                    (a) Notwithstanding
anything to the contrary elsewhere in this Indenture, any transfer of a Note or interest therein to a U.S. Person who is determined
not to have been a QIB at the time of acquisition of the Note or interest therein shall be null and void and any such


 




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proposed
transfer of which the Issuer, the Co-Issuer or the Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and
the Trustee for all purposes.


 


                    (b) If
the Issuer determines that any Holder of a Note has not satisfied the applicable requirement described in Section 2.13(a)
above (any such person a “Non-Permitted Holder”), then the Issuer shall promptly after discovery that such
Person is a Non-Permitted Holder by the Issuer, the Co-Issuer or the Trustee (and notice by the Trustee or the Co-Issuer to the
Issuer, if either of them makes the discovery), send notice (or procure that notice is sent) to such Non-Permitted Holder demanding
that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder within 30 days of the date
of such notice. If such Non-Permitted Holder fails to so transfer its Note or interest therein, the Issuer shall have the right,
without further notice to the Non-Permitted Holder, to sell such Note or interest therein to a purchaser selected by the Issuer
that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Trustee 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 or the Trustee 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 Trustee to effect such transfers. The proceeds of such sale, net of any commissions,
expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of
any sale under this Section 2.13(b) shall be determined in the sole discretion of the Issuer, and the Issuer shall not
be liable to any Person having an interest in the Note sold as a result of any such sale of exercise of such discretion.


 


                    Section
2.14 No Gross Up.


 


                    The
Issuer shall not be obligated to pay any additional amounts to the Holders or beneficial owners of the Notes as a result of any
withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges.


 


ARTICLE
3


 


CONDITIONS
PRECEDENT; PLEDGED MORTGAGE LOANS


 


                    Section
3.1 General Provisions.


 


                    The
Notes to be issued on the Closing Date shall be executed by the Issuer and the Co-Issuer upon compliance with Section 3.2
and shall be delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee
upon Issuer Request and upon receipt by the Trustee of the items described below:


 


                    (a) an
Officer’s Certificate of the Issuer (i) evidencing the authorization by Board Resolution of the execution and delivery of
this Indenture, the Collateral Management Agreement, the Placement Agency Agreement and related documents, the execution, authentication
and delivery of the Notes and specifying the Stated Maturity Date of each Class of


 




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Notes,
the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be authenticated and
delivered, and (ii) certifying that (A) the attached copy of the Board Resolution is a true and complete copy thereof, (B) such
resolutions have not been rescinded and are in full force and effect on and as of the Closing Date, (C) the Directors authorized
to execute and deliver such documents hold the offices and have the signatures indicated thereon and (D) at least U.S.$160,000,000
of proceeds on account of the sale on the Closing Date of the Preferred Shares shall have been received;


 


                    (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) (i)
either (A) certificates of the Issuer or other official document evidencing the due authorization, approval or consent of any
governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Issuer
that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Notes, or
(B) an Opinion of Counsel of the Issuer reasonably satisfactory in form and substance to the Trustee that no such authorization,
approval or consent of any governmental body is required for the valid issuance of such Notes except as may have been given; and


	 	 
	 	          (ii) either
    (A) certificates of the Co-Issuer or other official document evidencing the due authorization, approval or consent of any
    governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Co-Issuer
    that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Notes,
    or (B) an Opinion of Counsel of the Co-Issuer reasonably satisfactory in form and substance to the Trustee that no such authorization,
    approval or consent of any governmental body is required for the valid issuance of such Notes except as may have been given;


 


                    (d) an
opinion of Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, the Collateral Manager 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(g), (h) and (i)) dated the Closing Date, as to certain matters of New York law and certain United
States federal income tax and securities law matters, in a form satisfactory to the Placement Agent;


 


                    (e) opinions
of Cadwalader, Wickersham & Taft LLP, special counsel to the Co-Issuers dated the Closing Date, relating to (i) the validity
of the Grant hereunder and the perfection of the Trustee’s security interest in the Collateral and (ii) certain bankruptcy
matters;


 




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                    (f) an
opinion of Jones Day, special counsel to the Parent REIT, dated the Closing Date, regarding certain 1940 Act issues;


 


                    (g) an
opinion of Jones Day, special tax counsel to the Parent REIT, dated the Closing Date, regarding its qualification and taxation
as a REIT;


 


                    (h) an
opinion of Richards, Layton & Finger LLP, special Delaware counsel to the Co-Issuer, dated the Closing Date, regarding certain
issues of Delaware law;


 


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


 


                    (j) an
opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Closing Date, regarding certain issues of Cayman
Islands law, in a form satisfactory to the Trustee;


 


                    (k) an
opinion of (i) Aini & Associates, PLLC, counsel to Wells Fargo Bank, National Association, dated as of the Closing Date, regarding
certain matters of United States law and (ii) Dorsey & Whitney LLP, counsel to Wells Fargo Bank, National Association, regarding
certain matters of Minnesota law;


 


                    (l) 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;


 


                    (m) 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;


 


                    (n) executed
counterparts of the Mortgage Loan Purchase Agreement, the Servicing Agreement, the Collateral Management Agreement, the Placement
Agency Agreement, the Preferred Share Purchase Agreement, the Preferred Share Paying Agency Agreement and the Securities Account
Control Agreement;


 




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                    (o)
an Accountants’ Report comparing and agreeing to the following information as of the Closing Date: (i) the information with
respect to each Mortgage Loan set forth on the Schedule of Closing Date Mortgage Loans attached hereto as Schedule A by
reference to such sources as shall be specified therein and (ii) specifying the procedures undertaken by the accountants to review
data and computations relating to the foregoing;


 


                    (p)
an Officer’s Certificate from the Collateral Manager confirming that Schedule A hereto correctly lists (i) the Closing
Date Mortgage Loans to be Granted to the Trustee on the Closing Date and (ii) the Aggregate Principal Balance of the Mortgage
Loans as of December 6, 2013;


 


                    (q)
evidence of preparation for filing at the appropriate filing office in the District of Columbia of a financing statement, on behalf
of the Issuer, relating to the perfection of the lien of this Indenture;


 


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


 


                    (s)
such other documents as the Trustee may reasonably require.


 


                    Section
3.2 Security for Notes.


 


                    Prior
to the issuance of the Notes on the Closing Date, the Issuer shall cause the following conditions to be satisfied:


 


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


 


                    (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, to the effect that, in the case of each Closing Date
Mortgage Loan pledged to the Trustee for inclusion in the Collateral on the Closing Date and immediately prior to the delivery
thereof on the Closing Date:


	 	 
	 	          (i)
    the Issuer is the owner of such Closing Date Mortgage Loan free and clear of any liens, claims or encumbrances of any nature
    whatsoever except for those which are being released on the Closing Date and the liens created pursuant to this Indenture;


 




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	 	          (ii)
    the Issuer has acquired its ownership in such Closing Date Mortgage Loan in good faith without notice of any adverse claim,
    except as described in paragraph (i) above;
	 	 
	 	          (iii)
    the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Mortgage Loan (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 Mortgage Loan do not prohibit the Issuer from Granting a security interest
    in and assigning and pledging such Closing Date Mortgage Loan to the Trustee;
	 	 
	 	          (v)
    the information set forth with respect to each such Closing Date Mortgage Loan in Schedule A is true correct;
	 	 
	 	          (vi)
    the Mortgage Loans included in the Collateral satisfy the requirements of Section 3.2(a); and
	 	 
	 	          (vii)
    (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the
    parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured
    Parties in all of the Issuer’s right, title and interest in and to the Closing Date Mortgage Loans pledged to the Trustee
    for inclusion in the Collateral on the Closing Date; and
	 	 
	 	                    (2)
    upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing
    the obligations of the borrowers under each Closing Date Mortgage Loan to the Custodial Account in the manner set forth in
    Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each
    Closing Date Mortgage Loan to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and
    (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security
    interest in all Closing Date Mortgage Loans shall be a validly perfected, first priority security interest under the UCC as
    in effect in each applicable jurisdiction.


 


                    (c)
Rating Letters. The Trustee’s receipt of a letter signed by the Rating Agency and confirming that (i) the Class A
Notes have been rated “Aaa(sf)” by Moody’s and (ii) the Class B Notes have been rated at least “Baa3(sf)”
by Moody’s and that such ratings are in full force and effect on the Closing Date.


 


                    (d)
Accounts. Evidence of the establishment of the Payment Account, the Collection Account, the Unused Proceeds Account, the
Future Funding Reserve Account, the Expense Account, the Preferred Share Distribution Account and the Custodial Account.


 


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


 




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                    (f)
Deposit to Unused Proceeds Account. On the Closing Date, the Issuer shall deposit into the Unused Proceeds Account, U.S.$53,627,043.


 


                    (g)
Deposit to Future Funding Reserve Account. On the Closing Date, the Issuer shall deposit into the Future Funding Reserve
Account, U.S.$16,385,443.


 


                    (h)
Issuance of Preferred Shares. The Issuer shall have delivered to the Trustee evidence 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
Parent REIT.


 


                    Section
3.3 Transfer of Collateral.


 


                    (a)
The Trustee is hereby appointed as Securities Intermediary (in such capacity, the “Custodial Securities Intermediary”)
to hold or to appoint a custodian to hold all Collateral delivered to it in physical form at its office in Minneapolis, Minnesota.
Any successor to such Securities Intermediary shall be a U.S. state or national bank or trust company that is not an Affiliate
of the Issuer or the Co-Issuer, has capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by
federal or State authority, having a rating of at least “Baa1” by Moody’s (or such other lower rating as may
be approved by the Rating Agency from time to time) and having an office within the United States. Subject to the limited right
to relocate Collateral set forth in Section 7.5(b), the Custodial Securities Intermediary, as a Securities Intermediary,
shall be deemed to credit all Mortgage Loans in the Custodial Account, 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 are held in
accordance with Article 10 and, in respect of each Account (other than the Payment Account and the Preferred Share Distribution
Account), the Trustee shall have entered into an agreement with the Issuer and the Custodial Securities Intermediary (the “Securities
Account Control Agreement”) providing, inter alia, that the establishment and maintenance of such Account will
be governed by a law satisfactory to the Issuer, the Trustee and the Custodial Securities Intermediary. To the maximum extent
feasible, Collateral shall be transferred to the Trustee as Security Entitlements in the manner set forth in clause (i) below.
In the event that the measures set forth in clause (i) below cannot be taken as to any Collateral, such Collateral may be transferred
to the Trustee in the manner set forth in clauses (ii) through (vii) below, as appropriate. The security interest of the Trustee
in Collateral shall be perfected and otherwise evidenced as follows:


	 	 
	 	          (i)
    in the case of such Collateral consisting of Security Entitlements, by the Issuer (A) causing the Custodial 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 Custodial Securities Intermediary to agree pursuant to the Securities Account
    Control Agreement that it will comply with Entitlement Orders originated by the Trustee with respect to each such Security
    Entitlement without further consent by the Issuer;
	 	 
	 	          (ii)
    in the case of Collateral that are “uncertificated securities” (as such term is defined in the UCC), to the extent
    that any such uncertificated securities do not constitute Financial Assets forming the basis of Security Entitlements by the
    Trustee pursuant to clause (i) (the “Uncertificated Securities”), by the Issuer (A) causing the issuer(s)
    of such


 




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	 	Uncertificated Securities
    to register on their respective books the Trustee as the registered owner thereof upon original issue or transfer thereof
    or (B) causing another Person, other than a Securities Intermediary, either to become the registered owner of such Uncertificated
    Securities on behalf of the Trustee, or such Person having previously become the registered owner, to acknowledge that it
    holds such Uncertificated Securities for the Trustee;
	 	 
	 	          (iii)
    in the case of Collateral consisting of Certificated Securities in registered form to the extent that any such Certificated
    Securities do not constitute Financial Assets forming the basis of Security Entitlements acquired by the Trustee pursuant
    to clause (i) (the “Registered Securities”), by the Issuer (A) causing (1) the Trustee to obtain possession
    of such Registered Securities in the State of Minnesota or (2) another Person, other than a Securities Intermediary, either
    to acquire possession of such Registered Securities on behalf of the Trustee, or having previously acquired such Registered
    Securities, in either case, in the State of Minnesota, to acknowledge that it holds such Registered Securities for the Trustee
    and (B) causing (1) the endorsement of such Registered Securities to the Trustee by an effective endorsement or (2) the registration
    of such Registered Securities in the name of the Trustee by the issuer thereof upon its original issue or registration of
    transfer;
	 	 
	 	          (iv)
    in the case of Collateral consisting of Certificated Securities in bearer form, to the extent that any such Certificated Securities
    do not constitute Financial Assets forming the basis of Security Entitlements acquired by the Trustee pursuant to clause (i)
    (the “Bearer Securities”), by the Issuer causing (A) the Trustee to obtain possession of such Bearer Securities
    in the State of Minnesota or (B) another Person, other than a Securities Intermediary, either to acquire possession of such
    Bearer Securities on behalf of the Trustee or, having previously acquired possession of such Bearer Securities, in either
    case, in the State of Minnesota, to acknowledge that it holds such Bearer Securities for the Trustee;
	 	 
	 	          (v)
    in the case of Collateral that consist of Instruments (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; and
	 	 
	 	          (vi)
    in the case of Collateral that consist of General Intangibles and all other Collateral of the Issuer in which a security interest
    may be perfected by filing a financing statement under Article 9 of the UCC as in effect in the District of Columbia, filing
    or causing the filing of a UCC financing statement naming the Issuer as debtor and the


 




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	 	Trustee as secured party, which financing
    statement reasonably identifies all such Collateral, with the Recorder of Deeds of the District of Columbia.


 


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


 


                    (c)
Without limiting the foregoing, the Trustee shall cause the Custodial Securities Intermediary to take such different or additional
action as the Trustee may be advised by an Opinion of Counsel may be 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 Trustee
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).


 


                    (d)
Without limiting any of the foregoing, in connection with each Grant of a Mortgage Loan hereunder, the Issuer shall deliver (or
cause to be delivered by the applicable Seller) to the Custodian, in each case to the extent specified on the closing checklist
for such Mortgage Loan provided to the Custodian by the Issuer (or the applicable Seller) the following documents (collectively,
the “Mortgage Loan File”):


	 	 
	 	          (i)
    The original mortgage note or promissory note, as applicable, bearing all intervening endorsements, endorsed in blank or endorsed
    “Pay to the order of Wells Fargo Bank, National Association, as Trustee without recourse,” and signed in the name
    of the last endorsee by an authorized Person;
	 	 
	 	          (ii)
    An original of any participation certificate together with any and all intervening endorsements thereon, endorsed in blank
    on its face or by endorsement or stock power attached thereto (without recourse, representation or warranty, express or implied);
	 	 
	 	          (iii)
    An original of any participation agreement relating to any item of collateral that is not evidenced by a promissory note;
	 	 
	 	          (iv)
    An original blanket assignment of all unrecorded documents with respect to such Mortgage Loan in blank (or, in the case of
    a Senior Participation, a copy of any omnibus assignment in blank), in each case in form and substance acceptable for recording;
	 	 
	 	          (v)
    The original (or in the case of a Senior Participation, a copy) of any guarantee executed in connection with the promissory
    note;


 




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	 	          (vi)
    The original mortgage with evidence of recording thereon, or a copy thereof together with an Officer’s Certificate of
    the Issuer (or the applicable Seller) certifying that such represents a true and correct copy of the original and that such
    original has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office
    of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;
	 	 
	 	          (vii)
    The originals of all assumption, modification, consolidation or extension agreements with evidence of recording thereon (or
    a copy thereof together with an Officer’s Certificate of the Issuer (or the applicable Seller) certifying that such
    represents a true and correct copy of the original and that such original has been submitted or delivered to an escrow agent
    for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located,
    in which case, recordation information shall not be required), together with any other recorded document relating to the Mortgage
    Loan otherwise included in the Mortgage Loan File;
	 	 
	 	          (viii)
    The original assignment of mortgage in blank, in form and substance acceptable for recording and signed in the name of the
    last endorsee;
	 	 
	 	          (ix)
    The originals of all intervening assignments of mortgage, if any, with evidence of recording thereon, showing an unbroken
    chain of title from the originator thereof to the last endorsee, or copies thereof together with an Officer’s Certificate
    of the Issuer certifying that such represent true and correct copies of the originals and that such originals have each been
    submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction
    where the encumbered property is located, in which case, recordation information shall not be required;
	 	 
	 	          (x)
    An original 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;
	 	 
	 	          (xi)
    The original (or, in the case of a Senior Participation, a copy) of any security agreement, chattel mortgage or equivalent
    document executed in connection with the Mortgage Loan;
	 	 
	 	          (xii)
    The original assignment of leases and rents, if any, with evidence of recording thereon, or a copy thereof together with an
    Officer’s Certificate of the Issuer certifying that such copy represents a true and correct copy of the original that
    has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the
    jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;
	 	 
	 	          (xiii)
    The original assignment of any assignment of leases and rents in blank, in form and substance acceptable for recording;
	 	 
	 	          (xiv)
    A filed copy of the UCC-1 financing statements (and, with respect to Senior Participations, to the extent that the Issuer
    (or the applicable Seller) has been


 




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	 	furnished with same) with
    evidence of filing thereon, and UCC-3 assignments in blank, which UCC-3 assignments shall be in form and substance acceptable
    for filing;
	 	 
	 	          (xv)
    The original (or, in the case of a Senior Participation, a copy) of any environmental indemnity agreement;
	 	 
	 	          (xvi)
    The original (or, in the case of a Senior Participation, a copy) of any general collateral assignment of all other documents
    held by the Issuer (or, in the case of a Senior Participation, by the lead lender) in connection with the Mortgage Loan;
	 	 
	 	          (xvii)
    An original (or, in the case of a Senior Participation, a copy) of any disbursement letter from the collateral obligor to
    the original mortgagee;
	 	 
	 	          (xviii)
    An original of the survey of the encumbered property (or, in the case of a Senior Participation, a copy thereof provided same
    has been furnished to the Issuer (or the applicable Seller) by the related lead lender); and
	 	 
	 	          (xix)
    A copy of any opinion of counsel (and, with respect to a Senior Participation, only to the extent such copy shall have been
    furnished to the Issuer (or the applicable Seller) by the lead lender).


 


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 applicable Seller) in time to permit their delivery hereunder at the time required, the Issuer
(or the applicable Seller) shall deliver such original recorded documents to the Custodian promptly when received by the Issuer
(or the applicable Seller) from the applicable recording office.


 


                    (e)
The execution and delivery of this Indenture by the Trustee shall constitute certification by the Trustee that (i) each original
note specified to the Trustee by the Issuer (or the applicable Seller) and all allonges thereto, if any, have been received by
the Custodian; and (ii) such original note has been reviewed by the Custodian and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the borrower), (B) appears to have been
executed and (C) purports to relate to the Mortgage Loan. The Custodian agrees to review or cause to be reviewed the Mortgage
Loan File within 30 days after the Closing Date, and to deliver to the Issuer and the Collateral Manager a report indicating,
subject to any exceptions found by it in such review, (A) those documents referred to in Section 3.3(d) that have been
received, and (B) that such documents have been executed, appear on their face to be what they purport to be, purport to be recorded
or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage
Loan. Neither the Trustee nor the Custodian shall have any responsibility for reviewing the Mortgage Loan File except as expressly
set forth in this Section 3.3(e). Neither the Trustee nor 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(d),
whether any document has been recorded in accordance with the requirements


 




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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 Underlying Mortgaged Property.


 


                    (f)
Upon the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Issuer and the Collateral Manager a final
exception report as to any remaining documents that are not in the Mortgage Loan File and (ii) request that the Issuer cause such
document deficiency to be cured.


 


                    (g)
Without limiting the generality of the foregoing:


	 	 
	 	          (i)
    from time to time upon the request of the Trustee, Collateral Manager or CLO 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 or CLO Servicer, as applicable, shall have reasonably determined, or shall have been advised, to be necessary
    or appropriate for the administration of such Mortgage Loan hereunder or under the Collateral Management Agreement 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 clauses (i) and (ii) above, the Custodian shall
    deliver to the Collateral Manager and the CLO Servicer, on behalf of the Issuer, a certification in the form of Exhibit
    E acknowledging the receipt of such documents by the Custodian and that it is holding such documents subject to the terms
    of this Indenture; and
	 	 
	 	          (iii)
    from time to time upon request of the Collateral Manager or the CLO Servicer, the Custodian shall, upon delivery by the Collateral
    Manager or the CLO Servicer of a duly completed Request for Release in the form of Exhibit F hereto, release to the
    Collateral Manager or the CLO Servicer such of the Loan Documents then in its custody as the Collateral Manager or the CLO
    Servicer reasonably so requests. By submission of any such Request for Release, the Collateral Manager or the CLO Servicer,
    as applicable, shall be deemed to have represented and warranted that it has determined in accordance with the Mortgage Loan
    Management Standard set forth in the Collateral Management Agreement that the requested release is necessary for the administration
    of such Mortgage Loan hereunder or under the Collateral Management Agreement or under the Servicing Agreement or for the protection
    of the security interest of the Trustee under this Indenture. The Collateral Manager or the CLO Servicer shall return to the
    Custodian each Loan Document released from custody pursuant to this clause (iv) within 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 Mortgage Loan that is consummated within such 20-day period). Notwithstanding
    the foregoing provisions of this clause (iv), (A) any note, certificate or other instrument evidencing a Pledged Mortgage
    Loan shall be released only for the purpose of (1) a sale, exchange or other disposition of such Pledged Mortgage Loan that
    is permitted in accordance with the terms of this Indenture, (2)
	 	 




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	 	presentation, collection,
    renewal or registration of transfer of such Mortgage Loan or (3) in the case of any note, in connection with a payment in
    full of all amounts owing under such note, and (B) the Custodian may refuse to honor any Request for Release following the
    occurrence of an Event of Default under this Indenture.


 


                    (h)
As of the Closing Date (with respect to the Collateral owned or existing as of the Closing Date) and each date on which 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 Loan Documents to grant
    to the Trustee its interest and rights in such Collateral hereunder;
	 	 
	 	          (vii)
    the Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper
    filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral
    granted to the Trustee for the benefit of the Secured Parties hereunder;
	 	 
	 	          (viii)
    each Collateral is an Instrument, a General Intangible, a Certificated Security or an Uncertificated Security, or has been
    or will have been credited to a Securities Account;
	 	 
	 	          (ix)
    the Issuer has delivered a fully executed Securities Account Control Agreement pursuant to which the Custodial Securities
    Intermediary has agreed to comply


 




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	 	with all instructions originated
    by the Trustee relating to each of the Accounts without further consent of the Issuer; none of the Accounts is in the name
    of any person other than the Issuer or the Trustee; the Issuer has not consented to the Custodial Securities Intermediary
    to comply with any Entitlement Orders in respect of the Accounts and any Security Entitlement credited to any of the Accounts
    originated by any person other than the Trustee;
	 	 
	 	          (x)
    (A) all original executed copies of each promissory note 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, (B) the Issuer has received
    a written acknowledgement from the Custodian that it is acting solely as agent of the Trustee and (C) none of the promissory
    notes 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;
	 	 
	 	          (xi)
    each of the Accounts constitutes a Securities Account in respect of which Wells Fargo Bank, National Association has accepted
    to be Custodial Securities Intermediary pursuant to the Securities Account Control Agreement on behalf of the Trustee as secured
    party under this Indenture.


 


                    (i)
The Trustee shall cause all Eligible Investments purchased by the Trustee or the Collateral Manager on behalf of the Issuer (upon
receipt by the Trustee thereof) to be promptly credited to the applicable Account.


 


                    (j)
In the event that the Issuer is the holder of the a Future Funding Mortgage Loan as to which the Backstop Condition is satisfied
and such Future Funding Mortgage Loan is subsequently funded from funds drawn by the Issuer from the related backstop facility
or letter of credit (and not from its own funds or cash contributed by the Parent REIT), then the Issuer shall be required to
transfer such portion of the Mortgage Loan so funded to the party who provided such funding (and may enter into a participation
agreement if necessary to order to separate such funded portion from the related Future Funding Mortgage Loan).


 


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 Trustee and the specific
obligations set forth below hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder and under
the Collateral Management Agreement and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited
with the Trustee (or the Custodian on behalf of the Trustee) and payable to all or any


 




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of
them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture) when:


	 	 
	 	(a) (i) either:
	 	 
	 	          (1)
    all Notes theretofore authenticated and delivered to Noteholders (other than (A) Notes which have been mutilated, defaced,
    destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for which payment
    has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as
    provided in Section 7.3) have been delivered to the Trustee for cancellation; or
	 	 
	 	          (2)
    all Notes not theretofore delivered to the Trustee 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 Trustee 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 Trustee,
    in trust for such purpose, 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
    or Section 9.2, the Redemption Price) on such Notes not theretofore delivered to the Trustee 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
    are liquidated following the satisfaction of the conditions specified in Article 5, the Issuer shall have deposited or caused
    to be deposited with the Trustee, in trust, all proceeds of such liquidation of the Collateral, for payment in accordance
    with the Priority of Payments;


 


	 	          (ii)
    the Issuer has 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) by the 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 Officer’s certificates and an Opinion of Counsel, each stating that all
    conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with;


 


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


 




    	-75-



    	 



    

 


income
tax purposes as a result of such deposit and satisfaction and discharge of this Indenture; or


	 	 
	 	(b) (i) the Trustee confirms to the
    Issuer that:
	 	 
	 	          (1)
    the Trustee is not holding any Collateral (other than (x) the Collateral Management Agreement, the Servicing Agreement and
    the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses); and
	 	 
	 	          (2)
    no assets (other than Excepted Assets or Cash in an amount not greater than the Dissolution Expenses) are on deposit in or
    to the credit of any Accounts in the name of the Issuer (or the Trustee for the benefit of the Issuer or any Secured Party);


 


	 	          (ii)
    each of the Co-Issuers has delivered to the Trustee a certificate stating that (1) there are no Collateral (other than (x)
    the Collateral Management Agreement, the Servicing Agreement and the Securities Account Control Agreement 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 Trustee for such purpose; and
	 	 
	 	          (iii)
    the Co-Issuers have delivered to 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, and, if
applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,
6.7, 7.3 and 14.12 hereof shall survive.


 


                    Section
4.2 Application of Amounts held in Trust.


 


                    All
amounts deposited with the Trustee 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 Trustee 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 the Paying
Agent other than the Trustee under the provisions of this Indenture shall, upon demand of the Issuer and the Co-Issuer, be paid
to the Trustee to be held and applied pursuant to Section 7.3 hereof and, in the case of amounts payable on the Notes,
in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with
respect to such amounts.


 




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                    Section
4.4 Limitation on Obligation to Incur Company Administrative Expenses.


 


                    If
at any time after an Event of Default has occurred and the Notes have been declared immediately due and payable, the sum of (i)
Eligible Investments, (ii) Cash and (iii) amounts reasonably expected to be received by the Issuer 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 the Trustee and its Affiliates, and failure to pay such amounts or provide or obtain such opinions, reports or services shall
not constitute a Default hereunder, and the Trustee shall have no liability for any failure to obtain or receive any of the foregoing
opinions, reports or services.


 


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 Note when the same becomes due and payable (provided that, (i) if any Class
A Notes are Outstanding, no interest will be “due and payable” on any Class B Notes) and the continuation of any such
default for three Business Days; provided that in the case of a failure to disburse funds due to an administrative error
or omission by the Collateral Manager, Trustee or any paying agent, such failure continues for five (5) Business Days after a
trust officer of the Trustee 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 A Note when the same becomes
due and payable, at its Stated Maturity Date or any Redemption Date, or if there are no Class A Notes Outstanding, a default in
the payment of principal (or the related Redemption Price, if applicable) of any Class B Note (including Class B Capitalized Interest)
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 that is due to an administrative error or omission by the Collateral Manager, Trustee
or any paying agent, such failure continues for five (5) Business Days after a trust officer of the Trustee receives written notice
or has actual knowledge of such administrative error or omission;


 


                    (c)
the failure on any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments
set forth under Section 11.1(a)


 




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(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 Shares Paying Agent for distribution to the holders of the Preferred Shares),
which failure continues for a period of three Business Days or, in the case of a failure to disburse such amounts due to an administrative
error or omission by the Trustee or Paying Agent, which failure continues for five (5) Business Days;


 


                    (d)
either 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 meet the Coverage 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 either the Issuer, the Co-Issuer or the Collateral Manager has actual knowledge thereof or after
notice thereof to the Issuer, the Co-Issuer and the Collateral Manager by the Trustee or to the Issuer, the Co-Issuer, the Collateral
Manager and the Trustee by Holders of at least 25% of the Aggregate Outstanding Amount of the Controlling Class;


 


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


 


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


 


                    (h)
one or more final judgments being rendered against the Issuer or the Co-Issuer which exceed, in the aggregate, U.S.$1,000,000
and which remain unstayed, undischarged and unsatisfied for 30 days after such judgment(s) becomes nonappealable, unless adequate


 




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funds
have been reserved or set aside for the payment thereof, and unless (except as otherwise specified in writing by the Rating Agency)
a No Downgrade Confirmation has been received from the Rating Agency; or


 


                    (i)
the Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of the Parent 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 (13)
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 Preferred Shares Paying Agent and the Preferred Shareholders in writing. If the Collateral Manager has actual
knowledge of the occurrence of an Event of Default, the Collateral Manager shall promptly notify, in writing, the Trustee, the
Noteholders and the Rating Agency 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 Notes voting as a
separate Class (excluding any Notes owned by the Collateral Manager or any of its Affiliates or by any accounts managed by them),
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). If an Event of Default described in Section 5.1(f) or 5.1(g)
above occurs, such an acceleration shall occur automatically and without any further action and any such acceleration shall
automatically terminate the Reinvestment Period. If the Notes are accelerated, payments shall be made in the order and priority
set forth in Section 11.1(a) hereof. If the Notes are accelerated (whether such acceleration is automatic or otherwise),
the Issuer (or the Collateral Manager on its behalf) shall take the actions described in Section 18.1(c) herein.


 


                    (b)
At any time after such a declaration of acceleration of Maturity of the Notes has been made, and before a judgment or decree for
payment of the amounts due has been obtained by the Trustee as hereinafter provided in this Article 5, a Majority of each
Class of Notes (voting as a separate Class), other than with respect to an Event of Default specified in Section 5.1(d),
5.1(e), 5.1(h) 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:


 




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	 	          (i)
    the Issuer or the Co-Issuer has paid or deposited with the Trustee 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 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 determined that all Events of Default of which it has actual knowledge, 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 determination (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 Trustee shall preserve the Collateral in accordance with the provisions of Section 5.5 with
respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation
of the Collateral is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of
this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this
paragraph.


 


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


 


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


 


                    (d)
As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee shall be indemnified
by the Issuer, the Issuer


 


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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 Notes of the Controlling Class, may, prior to the time a judgment or decree
for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes
and its consequences in accordance with Section 5.14.


 


                    Section
5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.


 


                    (a)
The Issuer covenants that if a Default shall occur in respect of the payment of any interest 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 B 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) or the payment of principal on any Class B Note (but only after interest and principal with respect to
the Class A 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 Issuer and Co-Issuer shall, upon demand of the Trustee or any affected Noteholder,
pay to 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 Trustee and such Noteholder and their respective agents and counsel.


 


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


 


                    If
an Event of Default occurs and is continuing, the Trustee shall proceed to protect and enforce its rights and the rights of the
Noteholders by such Proceedings (x) as directed by a Majority of the Controlling Class or (y) in the absence of direction by a
Majority of the Controlling Class, as deemed most effectual by the Trustee; 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
reasonably 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


 


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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.


 


                    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:


 


                    
(b) 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;


 


                    (c)
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


 


                    (d)
to collect and receive any amounts or other property payable to or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Noteholders and of the Trustee on their behalf; 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, and, in the
event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee such amounts
as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents,
attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of its own negligence, willful misconduct or bad faith.


 


                    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

 



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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.


 


                    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 may, after notice to
the Noteholders, and shall, upon direction by a Majority of the Controlling Class, to the extent permitted by applicable law,
exercise one or more of the following rights, privileges and remedies:


	 	 	 
	 	        
    (i) institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture
    (whether by declaration or otherwise), enforce any judgment obtained and collect from the Collateral any amounts adjudged
    due;
	 	 	 
	 	         (ii)
    sell all or a portion of the Collateral or rights of interest therein, at one or more public or private sales called and conducted
    in any manner permitted by law and in accordance with Section 5.17 hereof;
	 	 	 
	 	         (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 the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof
pursuant to this Section 5.4 unless either of the conditions specified in Section 5.5(a) is met.


 


                    The
Trustee may, but need not, at the expense of the Issuer, obtain and rely upon an opinion of an Independent investment banking
firm of national reputation with demonstrated capabilities in structuring and distributing notes or certificates similar to the
Notes as to the

 



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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 receivable with respect to the Collateral to make the required payments of principal of and interest on the Notes and
other amounts payable hereunder, which opinion shall be conclusive evidence as to such feasibility or sufficiency.


 


                    (b)
If an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing, the Trustee may, and
at the request of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute
a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of
which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.


 


                    (c)
Upon any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Preferred
Shareholder or the Collateral Manager or any of its 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 such 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 Trustee 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 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
or any other Secured Party, any other party to any Transaction Document or third party beneficiary of this Indenture may, prior
to the date which is one year and one day, or, if longer, the applicable preference period then in effect (including any period
established pursuant to the laws of the Cayman Islands) after the payment in full of all Notes, institute against, or join any
other Person in instituting against, the Issuer, the Co-Issuer or any Issuer Permitted Subsidiary any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar
laws of any jurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Advancing Agent, the Trustee
or any other Secured Party or


 


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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 or any other Secured Party
or any other party to any Transaction Document, or (ii) from commencing against the Issuer or the Co-Issuer or any of their respective
properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.


 


                    Section
5.5 Preservation of Collateral.


 


                    (a)
Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any of
the Notes are Outstanding, the Trustee 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 Trustee, 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 Backup Advancing
    Agent and the Advancing Agent, in that order, in respect of unreimbursed Interest Advances and Reimbursement Interest, and
    the holders of a Majority of the Controlling Class agrees with such determination; or
	 	 
	 	        (ii)
    the Holders of at least 662⁄3% of the Aggregate Outstanding Amount of each Class of Notes (each voting as a separate Class)
    direct, subject to the provisions of this Indenture, the sale and liquidation of all or a portion of the Collateral.


 


                    In
the event of a sale of a portion of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee
shall sell those Collateral identified by requisite Noteholders pursuant to a written direction in form and substance satisfactory
to the Trustee and all proceeds of such sale shall be distributed in the order set forth in Section 11.1(a)(iii).


 


                    The
Trustee shall give written notice of the retention of the Collateral to the Issuer, the Co-Issuer, the Collateral Manager and
the Rating Agency. 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 the Trustee to sell the Collateral securing the Notes
if the conditions set forth in Section 5.5(a) are


 


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not
satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing
the Notes if prohibited by applicable law.


 


                    (c)
To assist the Trustee in determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager
shall obtain bid prices with respect to each Pledged Mortgage Loan from two dealers (Independent of the Collateral Manager and
any of its Affiliates) at the time making a market in such Mortgage Loans (or, if there is only one market maker, then the Collateral
Manager shall obtain a bid price from that market maker or, if no market maker, 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 Pledged
Mortgage Loan and provide the Trustee with the results thereof. For the purposes of determining issues relating to the market
value of any Pledged Mortgage Loan and the execution of a sale or other liquidation thereof, the Trustee 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 in connection
with a determination (notwithstanding that such opinion will not be the basis for such determination) as to whether the condition
specified in Section 5.5(a)(i) exists.


 


                    The
Trustee shall make available to Privileged Persons a report stating the results of any determination required to be made pursuant
to Section 5.5(a)(i) on the Trustee’s Website.


 


                    Section
5.6 Trustee May Enforce Claims Without Possession of Notes.


 


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


 


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


 


                    Section
5.7 Application of Amounts Collected.


 


                    Any
amounts collected by the Trustee with respect to the Notes pursuant to this Article 5 and any amounts that may then be held or
thereafter received by the Trustee with respect to the Notes hereunder shall be applied subject to Section 13.1 hereof
and in accordance with the Priority of Payments set forth in Section 11.1 hereof, at the date or dates fixed by the Trustee.


 


                    Section
5.8
Limitation on Suits.


 


                    No
Holder of any Notes shall have any right to institute any Proceedings, judicial or otherwise, with respect to this Indenture or
any Note, 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 hereof, the Holders of at least 25% of the then Aggregate Outstanding Amount
of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default
in its own name as Trustee hereunder and such Holders have offered to the Trustee reasonable indemnity 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 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, except in the manner herein provided and for the equal and ratable benefit
of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 hereof and the Priority of
Payments.


 


                    In
the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the
Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.


 


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


 


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


 


                    Section
5.10 Restoration of Rights and Remedies.


 


                    If
the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then
(and in every such case) the Issuer, the Co-Issuer, the Trustee, and the Noteholder shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions


 


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hereunder,
and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.


 


                    Section
5.11 Rights and Remedies Cumulative.


 


                    No
right or remedy herein conferred upon or reserved to the Trustee 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.


 


                    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 satisfactory indemnity against such liability as set forth below);


 


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


 


                    (d)
any direction to the Trustee to undertake a Sale of the Collateral shall be performed by the Collateral Manager on behalf of the
Trustee and shall be authorized by the Holders of Notes secured thereby representing at least 662/3% of
the Aggregate Outstanding Amount of each Class of Notes.


 


                    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


 


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Notes
(voting as a separate Class) may, on behalf of the Holders of all the Notes, waive any past Default in respect of the Notes and
its consequences, except a Default:


 


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


 


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


 


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


 


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


 


                    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. The Trustee shall promptly give written notice of any such waiver to the Collateral Manager and each Noteholder.


 


                    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.


 


                    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


 


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seeking
winding up, liquidation, reorganization or other relief under any bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect), which may affect the covenants, the performance of or any remedies
under this Indenture; and each of the Issuer and the Co-Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


                    Section
5.17 Sale of Collateral.


 


                    (a)
The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and
5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall
continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds to
pay such amount until the entire Collateral shall have been sold. The Trustee 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 Business
Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur
unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby
expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be
authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds
thereof notwithstanding the provisions of Section 6.7 hereof.


 


                    (b)
The Trustee may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, and may pay all or
part of the purchase price by crediting against amounts owing on the Notes or other amounts secured by the Collateral, all or
part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection
with such Sale notwithstanding the provisions of Section 6.7 hereof. 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. The Trustee may
hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with
this Indenture.


 


                    (c)
If any portion of the Collateral consists of securities issued without registration under the Securities Act (“Unregistered
Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with
the consent of a Majority of the Controlling Class, seek a no action position from the SEC or any other relevant federal or State
regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall
the Trustee be required to register Unregistered Securities under the Securities Act.


 


                    (d)
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. In addition, the Trustee 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


 


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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 authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any
amounts.


 


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


 


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


 


                    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 assets
of the Issuer or the Co-Issuer.


 


ARTICLE
6 


 


THE
TRUSTEE


 


                    Section
6.1 Certain Duties and Responsibilities.


	 	 
	 	          (a)
    Except during the continuance of an Event of Default:
	 	 
	 	          (i)
    the Trustee 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; and
	 	 
	 	          (ii)
    in the absence of manifest error, or bad faith on its part, 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 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, the Trustee 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, but in any event within three Business Days in the case of an Officer’s Certificate furnished by the
    Collateral Manager, 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 within 15 days after such notice from the Trustee, the Trustee shall so notify
    the Noteholders.


 


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                    (b)
In case an Event of Default known to 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.


 


                    (c)
If, in performing its duties under this Indenture, the Trustee is required to decide between alternative courses of action, the
Trustee may request written instructions from the Collateral Manager as to courses of action desired by it. If the Trustee does
not receive such instructions within two 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 shall act in accordance with instructions received after such two-Business Day
period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The
Trustee shall be entitled to rely on the advice of legal counsel and Independent accountants in performing its duties hereunder
and be deemed to have acted in good faith if it acts in accordance with such advice.


 


                    (d)
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:


	 	 
	 	        (i)
    this subsection shall not be construed to limit the effect of Section 6.1(a);
	 	 
	 	        (ii)
    the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proven
    that the Trustee was negligent in ascertaining the pertinent facts;
	 	 
	 	        (iii)
    the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
    with the direction of the Issuer in accordance with this Indenture and/or the Controlling Class relating to the time, method
    and place of conducting any Proceeding for any remedy available to the Trustee in respect of any Note or exercising any trust
    or power conferred upon the Trustee under this Indenture;
	 	 
	 	        (iv)
    no provision of this Indenture shall require the Trustee 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 (if the amount of such funds or risk or liability does not exceed the amount
    payable to the Trustee pursuant to Section 11.1(a)(i)(3) and Section 11.1(a)(ii)(1) net of the amounts specified
    in Section 6.7(a)(i), the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability
    relates to its ordinary services under this Indenture, except where this Indenture provides otherwise; and
	 	 
	 	        (v)
    the Trustee shall not 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


 


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	 	Servicer, the Controlling
    Class and/or a Noteholder under circumstances in which such direction is required or permitted by the terms of this Indenture.


 


                    (e)
For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default unless
a Trust Officer 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 at the Corporate Trust Office, and such notice references, the Notes and this Indenture. For
purposes of determining the Trustee’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 is deemed to have notice as described in this Section 6.1.


 


                    (f)
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of Sections 6.1(a), (b), (c),
(d) and (e).


 


                    (g)
The Trustee shall, upon reasonable prior written notice to the Trustee, permit the Issuer, the Co-Issuer, the Collateral Manager
or the Rating Agency, during the Trustee’s 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).


 


                    Section
6.2 Notice of Default.


 


                    Promptly
(and in no event later than three Business Days) after the occurrence of any Default known to the Trustee or after any declaration
of acceleration has been made or delivered to the Trustee pursuant to Section 5.2, the Trustee shall transmit by mail to
the Collateral Manager, the Rating Agency (for so long as any Class of Notes is Outstanding and rated by the Rating Agency) and
to all Holders of Notes as their names and addresses appear on the Notes Register, notice of all Defaults hereunder known to the
Trustee, unless such Default shall have been cured or waived.


 


                    Section
6.3 Certain Rights of Trustee.


 


                    Except
as otherwise provided in Section 6.1:


 


                    (a)
    the Trustee 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 shall (i) deem it desirable that a matter be proved or established
    prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
    may, in the




 


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absence
of bad faith on its part, rely upon an Officer’s Certificate or (ii) be required to determine the value of any Collateral
or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence of bad faith on its part,
rely on reports of nationally recognized accountants, investment bankers or other persons qualified to provide the information
required to make such determination, including nationally recognized dealers in securities of the type being valued and securities
quotation services;


 


                    (d)
as a condition to the taking or omitting of any action by it hereunder, the Trustee 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 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)
the Trustee shall be under no 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 reasonable security or 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)
the Trustee shall not 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, but the Trustee, in its
discretion, may and, upon the written direction of a Majority of the Controlling Class or of a Rating Agency, shall make such
further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed and shall have received
indemnification reasonably acceptable to the Trustee, and, the Trustee shall be entitled, on reasonable prior notice to the Issuer,
the Co-Issuer, the Collateral Manager and the CLO Servicer, to examine the books and records relating to the Notes and the Collateral,
as applicable, at the premises of the Issuer, the Co-Issuer and the Collateral Manager, personally or by agent or attorney during
the Issuer’s, the Co-Issuer’s or the Collateral Manager’s normal business hours upon not less than three Business
Days’ prior written notice; provided that the Trustee shall, and shall cause its agents to, hold in confidence all
such information, except (i) to the extent disclosure may be required by law by any regulatory authority and (ii) to the extent
that the Trustee, in its sole judgment, may determine that such disclosure is consistent with its obligations hereunder;


 


                    (g)
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder (except with respect to its duty
to make any Interest Advance under the circumstances specified in Section 10.9) either directly or by or through agents
or attorneys; provided that the Trustee shall not be responsible for any willful misconduct or negligence on the part of
any agent appointed and supervised, or attorney appointed, with due care by it hereunder;


 


                    (h)
the Trustee shall not 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)
the Trustee shall not 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 Trustee itself acting in that capacity), Clearstream, Luxembourg, Euroclear, any Calculation
Agent (other than the Trustee itself acting in that capacity) or any Paying Agent (other than the Trustee itself acting in that
capacity);


 


                    (j)
the Trustee shall not be liable for the actions or omissions of the Collateral Manager; and without limiting the foregoing, the
Trustee shall not (except to the extent, if at all, otherwise expressly stated in this Indenture) be under any obligation to monitor,
evaluate or verify compliance by the Collateral Manager with the terms hereof or the Collateral Management Agreement, or to verify
or independently determine the accuracy of information received by it from the Collateral Manager (or from any selling institution,
agent bank, trustee or similar source) with respect to the Mortgage Loans;


 


                    (k)
to the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee 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 shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants appointed
pursuant to Section 10.14 as to the application of GAAP in such connection, in any instance;


 


                    (l)
the Trustee shall not 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 behalf of the Issuer); provided, however, that the Trustee 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 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 the Trustee (on behalf of itself and the Holders)
of claims and acknowledgement of other limitation of liability in favor of the Independent accounts, and (iii) restrictions or
prohibitions on the disclosure of information or documents provided to it by such firm of Independent accounts (including to the
Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the
Independent accountants that the Trustee determines adversely affects it in its individual capacity;


 


                    (m)
the Trustee, in each of its capacities in which it serves hereunder, including without limitation as Paying Agent, Calculation
Agent, Custodian, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, shall be entitled
to all of the same rights, protections, immunities and indemnities afforded to it as Trustee;


 


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


 







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                    (o)
the Trustee shall not be responsible for calculating amounts related to original issue discount.


 


                    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 the Trustee assumes no responsibility for their correctness. The Trustee makes no representation
as to the validity or sufficiency of this Indenture, the Collateral or the Notes. The Trustee shall not 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 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, Paying Agent, Notes Registrar or such other agent.


 


                    Section
6.6 Amounts Held in Trust.


 


                    Amounts
held by the Trustee hereunder shall be held in trust to the extent required herein. The Trustee shall be under no liability for
interest on any amounts received by it hereunder except as otherwise agreed upon with the Issuer and except to the extent of income
or other gain on investments which are deposits in or certificates of deposit of the Trustee in its commercial capacity and income
or other gain actually received by the Trustee on Eligible Investments.


 


                    Section
6.7 Compensation and Reimbursement.


 


                    (a)
The Issuer agrees:


	 	 
	 	         (i)
    to pay the Trustee on each Payment Date in accordance with the Priority of Payments reasonable compensation for all services
    rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of
    a trustee of an express trust);
	 	 
	 	         (ii)
    except as otherwise expressly provided herein, to reimburse the Trustee (subject to any written agreement between the Issuer
    and the Trustee) in a timely manner upon its request for all reasonable expenses, disbursements and advances (except as otherwise
    provided herein with respect to Interest Advances) incurred or made by the Trustee in accordance with any provision of this
    Indenture (including securities transaction charges to the extent not waived due to the Trustee’s receipt of payments
    from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager and the
    reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment
    banking firm


 







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	 	employed by the Trustee as permitted
    hereunder, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or
    bad faith);
	 	 
	 	         (iii)
    to indemnify the Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss,
    liability or expense incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection
    with the acceptance or administration of this trust, including the costs and expenses of defending themselves against any
    claim or liability in connection with the exercise or performance of any of their powers or duties hereunder; and
	 	 
	 	         (iv)
    to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any
    collection action taken pursuant to Section 6.13 hereof.


 


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


 


                    (c)
The Trustee, in its capacity as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup
Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer, the
Co-Issuer or any Permitted Subsidiary until at least one year and one day (or, if longer, the applicable preference period then
in effect) after the payment in full of all Notes issued under this Indenture. This provision shall survive termination of this
Indenture.


 


                    (d)
The Trustee agrees 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 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 hereof for enforcement of the lien of this Indenture for the benefit of the
Noteholders.


 


                    The
Trustee 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 will not, by itself, constitute
an Event of Default. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding
the fact that the Trustee shall not have received amounts due to it hereunder; provided that the Trustee shall not be required
to expend any funds or incur any expense unless reimbursement therefor is reasonably assured to it. No direction by a Majority
of the Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture.


 







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                    If
on any Payment Date when any amount shall be payable to the Trustee 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 a fee shall be payable and 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 hereunder which shall be a corporation organized and doing business under the laws of the United
States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or State authority, having a rating
of at least “Baa1” by Moody’s (or such other lower rating as may be approved by the Rating Agency from time
to time) and having an office within the United States. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section
6.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 6.8, it 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 Trustee shall impair such Trustee’s right or entitlement to indemnities and to fees earned
prior to such resignation or removal and no appointment of a successor Trustee pursuant to this Article 6 shall become
effective until the acceptance of appointment by the successor Trustee under Section 6.10.


 


                    (b)
The Trustee may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Collateral Manager, the
Noteholders and the Rating Agency. Upon receiving such notice of resignation, the Issuer and the Co-Issuer shall promptly appoint
a successor trustee or trustees 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 Trustee so resigning and one copy to the successor Trustee
or Trustees, together with a copy to each Noteholder and the Collateral Manager; provided that such successor 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 Trustee has been
appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class. If no successor Trustee shall have been
appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee, 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.


 







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                    (c)
The Trustee may be removed (i) at any time by Act of at least 66-2⁄3% of the Notes (or if there are no Notes Outstanding, a Majority
of Preferred Shareholders) or (ii) at any time when an Event of Default shall have occurred and be continuing or when a successor
Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class, in each case, upon
written notice delivered to the Trustee and to the parties hereto.


 


                    (d)
If at any time:


 


              (i)
the Trustee 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 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 of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its 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 (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 and the appointment of a successor
Trustee.


 


                    (e)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee
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. If the Issuer and the Co-Issuer shall fail to appoint a successor Trustee within 60 days
after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by Act
of a Majority of the Controlling Class delivered to the Issuer, the Co-Issuer, the Collateral Manager and the retiring Trustee.
The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and
supersede any successor Trustee proposed by the Issuer and the Co-Issuer. If no successor Trustee 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.


 


                    (f)
The Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Trustee and each appointment
of a successor Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agency, the
Preferred Shares Paying Agent, the Collateral Manager 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 and the address of its 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,
the successor Trustee shall cause such notice to be given at the expense of the Issuer or the Co-Issuer, as the case may be.


 







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


 


                    Section
6.10 Acceptance of Appointment by Successor.


 


                    Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Co-Issuer, the Collateral Manager,
the CLO Servicer and the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments,
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee; but,
on request of the Issuer and the Co-Issuer or a Majority of the Controlling Class or the Collateral Manager or the successor Trustee,
such retiring Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and amounts held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for
in Section 6.7(d). Upon request of any such successor Trustee, 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 all such rights, powers and trusts.


 


                    No
successor Trustee 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 long term debt rated within the four highest rating categories
by the Rating Agency, and (c) the Rating Agency Condition is satisfied.


 


                    Section
6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee.


 


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


 


                    Section
6.12 Co-Trustees and Separate Trustee.


 


                    At
any time or times, including for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral
may at the time be located, the Issuer, the Co-Issuer and the Trustee shall have power to appoint, one or more Persons to act
as co-trustee


 







    	-100-



    	 



    

jointly
with the Trustee of all or any part of the Collateral, with the power to file such proofs of claim and take such other actions
pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders of the
Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







    	-101-



    	 



    

                    (e)
the Trustee shall not be liable by reason of any act or omission of a co-trustee; and


 


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


 


                    Section
6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds.


 


                    In
the event that in any month the Trustee shall not have received a Scheduled Distribution, (a) the Trustee shall promptly notify
the Issuer and the Collateral Manager in writing and (b) unless within three Business Days (or the end of the applicable grace
period for such payment, if longer) after such notice such payment shall have been received by the Trustee, or the Issuer, in
its absolute discretion (but only to the extent permitted by Section 10.2(a)), shall have made provision for such payment
satisfactory to the Trustee in accordance with Section 10.2(a), the Trustee shall request the obligor of such Collateral,
the trustee under the related Loan Document or paying agent designated by either of them, as the case may be, to make such payment
as soon as practicable after such request but in no event later than three Business Days after the date of such request. In the
event that such payment is not made within such time period, the Trustee, subject to the provisions of Section 6.1(d)(iv),
shall take such action as the Collateral Manager reasonably shall direct in writing. Any such action shall be without prejudice
to any right to claim a Default or Event of Default under this Indenture. In the event that the Issuer or the Collateral Manager
requests a release of Collateral in connection with any such action under the Collateral Management Agreement, such release shall
be subject to Section 10.13 and Article 12 of this Indenture, as the case may be. Notwithstanding any other provision
hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any Collateral received after the
Due Date thereof to the extent the Issuer previously made provisions for such payment satisfactory to the Trustee in accordance
with this Section 6.13 and such payment shall not be deemed part of the Collateral.


 


                    Section
6.14 Representations and Warranties of the Trustee.


 


                    The
Trustee represents and warrants 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 is duly
eligible and qualified to act as trustee under this Indenture;


 


                    (b)
this Indenture has been duly authorized, executed and delivered by the Trustee and 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;


 







    	-102-



    	 



    

                    (c)
neither the execution or delivery by the Trustee of this Indenture nor the performance by the Trustee of its obligations under
this Indenture requires the consent or approval of, the giving of notice to or the registration or filing with, any governmental
authority or agency under any existing law of the United States of America governing the banking or trust powers of the Trustee;


 


                    (d)
neither the execution, delivery and performance of this Indenture, nor the consummation of the transactions contemplated by this
Indenture, (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 assets, except to the extent already obtained, (ii) will violate the provisions of the Governing Documents
of the Trustee or (iii) will violate any provision of, result in any default or acceleration of any obligations under, result
in the creation or imposition of any lien pursuant to, or require any consent under, any material agreement to which the Trustee
is a party or by which it or any of its property is bound, the violation of which would have a material adverse effect on the
Trustee or its property; and


 


                    (e)
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.


 


                    Section
6.15 Requests for Consents.


 


                    In
the event that the Trustee receives written notice of any proposed amendment, consent or waiver under the Loan Documents of any
Mortgage Loan (before or after any default) or in the event any action is required to be taken in respect to a Loan Document,
the Trustee shall promptly forward such notice to the Issuer and the Collateral Manager. The Collateral Manager may, on behalf
of the Issuer, give consent, grant a waiver, vote or exercise any or all other rights or remedies with respect to any such Mortgage
Loan in accordance with an Issuer Order.


 


                    Section
6.16 Withholding.


 


                    (a)
If any amount is required to be deducted or withheld from any payment to any Noteholder (including any amount required to be deducted
or withheld under FATCA), such amount shall reduce the amount otherwise distributable to such Noteholder. The Trustee is hereby
authorized to withhold or deduct from amounts otherwise distributable to any Noteholder sufficient funds for the payment of any
tax that is legally required to be withheld or deducted (but such authorization shall not prevent the Trustee 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 shall be treated as Cash distributed to such Noteholder
at the time it is deducted or withheld by the Issuer or the Trustee, 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 Trustee may in its sole discretion
withhold such amounts in accordance with this Section 6.16. If any Noteholder wishes to apply for a refund of any such withholding
tax, the Trustee shall reasonably cooperate


 







    	-103-



    	 



    

with
such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trustee for any out-of-pocket expenses
incurred. The Issuer and the Co-Issuer agree to timely provide to the Trustee accurate and complete copies of all documentation
received from Noteholders pursuant to Sections 2.7(f) and 2.11(c) of this Indenture; provided, however,
that nothing herein shall impose an obligation on the part of the Trustee to determine the amount of any tax or withholding obligation
on the part of the Issuer or in respect of the Notes.


 


                    (b)
For the avoidance of doubt, and consistent with Issuer’s obligations under Section 7.5(c) of this Indenture with regard
to ensuring FATCA compliance, if requested by the Issuer, the Trustee shall reasonably cooperate with Issuer, at Issuer’s
sole written direction and expense, to permit Issuer to fulfill its obligations under FATCA; provided however, the Trustee shall
have no independent obligation to cause or maintain Issuer’s compliance with FATCA and shall have no liability for any withholding
on payments to Issuer as a result of Issuer’s failure to achieve or maintain FATCA compliance.


 


ARTICLE
7


 


COVENANTS


 


                    Section
7.1 Payment of Principal and Interest.


 


                    The
Issuer and the Co-Issuer shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with
the terms of such Notes and this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from
a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer and the Co-Issuer,
and, with respect to the Preferred Shares, by the Issuer, to such Preferred Shareholder for all purposes of this Indenture.


 


                    The
Trustee 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 behalf of the Issuer)) to be withheld, provided that, despite the failure
of the Trustee 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
Issuer and the Co-Issuer hereby appoint the Trustee 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 and the Co-Issuer hereby appoint CT
Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, as their agent where notices and demands to or upon
the Co-Issuer in respect of the Notes or this Indenture, or the Issuer in respect of the Notes or this Indenture, may be served.


 


                    The
Issuer or the Co-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


 







    	-104-



    	 



    

such
purposes; provided, however, that the Issuer and the Co-Issuer, if applicable, 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 and the Co-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
or the Co-Issuer, as the case may be, shall give prompt written notice to the Trustee, the Rating Agency 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 and the Co-Issuer, if applicable, 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 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 the Co-Issuer, and Notes may be presented and surrendered for payment to the appropriate
Paying Agent at its main office and the Issuer and the Co-Issuer hereby appoint the same as their agent to receive such respective
presentations, surrenders, notices and demands.


 


                    Section
7.3 Amounts for Note Payments to be Held in Trust.


 


                    (a)
All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment
Account shall be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the
extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes.


 


                    When
the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to
furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may
reasonably request, of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held
by each such Holder, together with wiring instructions, contact information, and such other information reasonably required by
the Paying Agent.


 


                    Whenever
the Paying Agent is not also the Trustee, 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 Trustee 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 Trustee) the Issuer and
the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Any amounts deposited with a Paying Agent
(other than the Trustee) 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 Trustee for application in accordance with Article 11. Any
such Paying Agent shall be deemed to agree by assuming such role not to


 







    	-105-



    	 



    

cause
the filing of a petition in bankruptcy against the Issuer, the Co-Issuer or any Permitted Subsidiary for the non-payment to the
Paying Agent of any amounts payable thereto until at least one year and one day (or, if longer, the applicable preference period
then in effect) after the payment in full of all Notes issued under this Indenture.


 


                    The
initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed
by Issuer Order of the Issuer and Issuer Order of the Co-Issuer and at the sole cost and expense (including such Paying Agent’s
fees) of the Issuer and the Co-Issuer with written notice thereof to the Trustee; 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 debt rating of “Aa3” or higher by Moody’s, “AA-”or
higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Moody’s,
“F1+” by Fitch and “A-1+” by S&P or (ii) the Rating Agency 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, “AA-”or higher by Fitch or “AA-”
or higher by S&P or a short-term debt rating of at least “P-1” by Moody’s, “F1+” by Fitch and
“A-1+” by S&P, 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 Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject
to the provisions of this Section 7.3, that such Paying Agent will:


 


                    (a)
allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent on each Payment Date and Redemption
Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be,
in each case to the extent permitted by applicable law;


 


                    (b)
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;


 


                    (c)
if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by
it for the payment of Notes if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent
at the time of its appointment;


 


                    (d)
if such Paying Agent is not the Trustee, immediately give the Trustee 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


 







    	-106-



    	 



    

                    (e)
if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the
Trustee, forthwith pay to the Trustee 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 Trustee 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 Trustee 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 Trustee, 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 Trustee 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; 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 Trustee 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 Trustee or the Paying Agent, before being required to make any such release of payment, may, but shall not be required
to, adopt and employ, at the expense of the Issuer or the Co-Issuer, as the case may be, any reasonable means of notification
of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called
but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed is determinable
from the records of the Paying Agent, at the last address of record of each such Holder.


 


                    Section
7.4 Existence of the Issuer and Co-Issuer.


 


                    (a)
So long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force
and effect its existence and rights as an exempted company incorporated with limited liability under the laws of the Cayman Islands
and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in
which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or
any of the Collateral; provided that the Issuer shall be entitled to change its jurisdiction of registration from the Cayman
Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) such change is not disadvantageous in any material
respect to the Holders of the Notes or the Preferred Shares, (ii) written notice of such change shall have been given by the Trustee
to the Holders of the Notes or Preferred Shares, the Preferred Shares Paying Agent and the Rating Agency 15 Business Days prior
to such change and (iii) on or prior to the 15th Business Day following such notice the Trustee 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
Note is Outstanding, the Issuer will maintain at all times at least one director who is Independent of the Collateral Manager
and its Affiliates.


 







    	-107-



    	 



    

                    (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) written notice of such change
shall have been given by the Trustee to the Holders of the Notes and the Rating Agency 15 Business Days prior to such change and
(iii) on or prior to the 15th Business Day following such notice the Trustee shall not have received written notice from a Majority
of the Controlling Class objecting to such change. So long as any Note is Outstanding, the Co-Issuer shall maintain at all times
at least one manager who is Independent of the Collateral Manager and its Affiliates.


 


                    (c)
So long as any Note is Outstanding, the Issuer shall ensure that all corporate or other formalities regarding its existence are
followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is Outstanding,
the Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence being
ignored or its assets 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 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) have any employees
(other than its directors), (C) engage in any transaction with any shareholder that is not permitted under the terms of the Collateral
Management 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) commingle its funds or assets with those of any other Person, or (G) enter into any contract or agreement with any of its
Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those available in
arm’s-length transactions; provided that the foregoing shall not prohibit the Issuer from entering into the transactions
contemplated by the Company Administration Agreement with the Company Administrator, the Preferred Share Paying Agency Agreement
with the Share Registrar and any other agreement contemplated or permitted by the Collateral Management Agreement or this Indenture.


 


                    (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
assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency
proceeding. The Co-Issuer shall maintain


 







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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 Collateral Management Agreement, (D) pay dividends
other than in accordance with the terms of this Indenture, (E) commingle its funds or assets 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 Trustee, on behalf of the Issuer, pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute
and deliver all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and
shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders and
to:


 


                    (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)
enforce any of the Collateral or other instruments or property included in the Collateral;


 


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


 


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


 


                    The
Issuer hereby designates the Trustee 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 Trustee agrees that it will from time to time execute and
cause to be filed Financing Statements and continuation statements (it being understood that the Trustee shall be entitled to
rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such
Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions
in which such filings are required to be made).


 







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                    (b)
The Trustee shall not (except in accordance with Section 10.13(a), (b) or (c) and except for payments, deliveries
and distributions otherwise expressly permitted under this Indenture) (i) remove any portion of the Collateral that consists of
Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date
as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(d) or (B) from the possession
of the Person who held it on such date or (ii) cause or permit the Custodial Account or the Custodian to be located in a different
jurisdiction from the jurisdiction in which such securities accounts and Custodial Securities Intermediary were located on the
Closing Date, unless the Trustee 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) upon receipt of
a request by a Noteholder for information relating to original issue discount that is applicable to such Noteholder, forward such
request to the Collateral Manager who shall cause its Independent accountants to provide promptly to the Issuer and such requesting
Noteholder all of such information, and (iii) if required to prevent the withholding or imposition of United States income tax,
deliver or cause to be delivered a United States IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable
form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the
time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such form.


 


                    (d)
For so long as the Notes are Outstanding, (i) on or before the five-year anniversary of the Closing Date and (ii) every 60 months
after such date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver to the Trustee for the benefit of
the Trustee, the Collateral Manager and the Rating Agency, 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 Rating Agency 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


 







    	-110-



    	 



    

included
in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Mortgage Loan 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 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 the Collateral Management
Agreement by the Collateral Manager. 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 Collateral Manager or such other
Person to perform, all of their obligations and agreements contained in the Collateral Management Agreement 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 Mortgage
Loan except upon the sale or other liquidation of such Mortgage Loan in accordance with the terms and conditions of this Indenture.


 


                    (d)
If the Co-Issuers receive a notice from the Rating Agency 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 Agency in order to comply with Rule 17g-5.


 


                    Section
7.8 Negative Covenants.


 


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


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


 







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	 	issue any additional shares of stock,
    other than the ordinary shares of the Issuer and the Preferred Shares;
	 	 
	 	          (iv)
    (A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this
    Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any
    covenants or obligations with respect to this Indenture or the Notes, except as may be expressly permitted hereby; (B) permit
    any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture)
    to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or
    the proceeds thereof, except as may be expressly permitted hereby; or (C) take any action that would permit the lien of this
    Indenture not to constitute a valid first priority security interest in the Collateral, except as may be expressly permitted
    hereby;
	 	 
	 	          (v)
    amend the Collateral Management Agreement, except pursuant to the terms thereof;
	 	 
	 	          (vi)
    amend the Preferred Share Paying Agency Agreement, except pursuant to the terms thereof;
	 	 
	 	          (vii)
    to the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;
	 	 
	 	          (viii)
    make or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms
    of this Indenture and, in the case of the Issuer, the Preferred Share Paying Agency Agreement;
	 	 
	 	          (ix)
    become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the
    lessee under any lease, hire any employees or pay any dividends to its shareholders, except with respect to the Preferred
    Shares in accordance with the Priority of Payments;
	 	 
	 	          (x)
    maintain any bank accounts other than the Accounts and the bank account in the Cayman Islands in which (inter alia)
    the proceeds of the Issuer’s issued share capital and the transaction fees paid to the Issuer for agreeing to issue
    the Securities will be kept;
	 	 
	 	          (xi)
    conduct business under an assumed name, or change its name without first delivering at least 30 days’ prior written
    notice to the Trustee, the Noteholders and the Rating Agency and an Opinion of Counsel to the effect that such name change
    will not adversely affect the security interest hereunder of the Trustee or the Secured Parties;
	 	 
	 	          (xii)
    take any action that would result in it failing to qualify as a Qualified REIT Subsidiary of the Parent REIT for federal income
    tax purposes (including, but not limited to, an election to treat the Issuer as a “taxable REIT subsidiary,” as
    defined in Section 856(l) of the Code), unless (A) based on an Opinion of Counsel of Cadwalader, Wickersham & Taft LLP
    or another nationally recognized tax counsel experienced in


 







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	 	such matters, the Issuer will be treated
    as a Qualified REIT Subsidiary of a REIT other than the Parent REIT, or (B) based on an Opinion of Counsel of Cadwalader,
    Wickersham & Taft LLP or another nationally recognized tax counsel experienced in such matters, the Issuer will be treated
    as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes;
	 	 
	 	         (xiii)
    except for any agreements involving the purchase and sale of Mortgage Loans 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;
	 	 
	 	         (xiv)
    amend their respective organizational documents without satisfaction of the Rating Agency Condition in connection therewith;
    or
	 	 
	 	         (xv)
    with respect to any Mortgage Loan that by its terms permits the conversion from a LIBOR-based interest rate to a fixed interest
    rate, convert such Mortgage Loan from a LIBOR-based interest rate to a fixed interest rate.


 


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


 


                    (c)
The Co-Issuer shall not invest any of its assets in “securities” (as such term is defined in the 1940 Act) and shall
keep all of the Co-Issuer’s assets 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 the Parent REIT or a wholly-owned subsidiary of the Parent REIT.


 


                    (e)
The Issuer shall not enter into any material new agreements (other than any Mortgage Loan, Mortgage Loan Purchase Agreement or
other agreement (including, without limitation, in connection with the sale of Collateral by the Issuer) contemplated by this
Indenture) without the prior written consent of the Holders of a Majority of the Notes (or if there are no Notes Outstanding,
a Majority of Preferred Shareholders) and shall provide notice of all new agreements (other than any Mortgage Loan 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 behalf of the Issuer) determines
that such new agreements would not, upon or after 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 Parent REIT may not transfer, pledge or hypothecate any retained or acquired Notes, the
Preferred Shares or ordinary shares of the Issuer to any other Person (except to an affiliate that is wholly-owned by the Parent
REIT and is disregarded for U.S. federal income tax purposes) unless the Issuer receives an opinion of Cadwalader, Wickersham
& Taft LLP or another nationally recognized tax counsel experienced in such matters that such transfer, pledge or hypothecation
will not cause the Issuer to be treated


 







    	-113-



    	 



    

 





as
a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or has previously received
an opinion of Cadwalader, Wickersham & Taft LLP or another nationally recognized tax counsel experienced in such matters that
the Issuer will be treated as a foreign corporation that is not engaged in a trade or business in the United States for federal
income tax purposes.


 


                    Section
7.9 Statement as to Compliance.


 


                    On
or before January31, in each calendar year, commencing in 2015 or immediately if there has been a Default in the fulfillment
of an obligation under this Indenture, the Issuer shall deliver to the Trustee and to the Rating Agency an Officer’s Certificate
given on behalf of the Issuer and without personal liability stating, as to each signer thereof, that, since the date of the last
certificate or, in the case of the first certificate, the Closing Date, to the best of the knowledge, information and belief of
such Officer, the Issuer has fulfilled all of its obligations under this Indenture or, if there has been a Default in the fulfillment
of any such obligation, specifying each such Default known to them and the nature and status thereof.


 


                    Section
7.10 Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms.


 


                    (a)
The Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its
assets 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 assets of the Issuer are transferred
    shall be an entity organized and  existing under the laws of the Cayman Islands or such other jurisdiction approved
    by a  Majority of each and every Class of the Notes (each voting as a separate Class), and a  Majority
    of Preferred Shareholders; provided that no such approval shall be required in  connection with any such
    transaction undertaken solely to effect a change in the  jurisdiction of registration pursuant to Section 7.4
    hereof; and provided, further, that the  surviving entity shall expressly assume, by an indenture
    supplemental hereto, executed  and delivered to the Trustee 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  Collateral
    Management Agreement and the performance and observance of every  covenant of this Indenture and the Collateral
    Management 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  assets of the Issuer are transferred shall have agreed with the Trustee (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


 




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	 	or transfer or convey all or substantially
    all of the Collateral or all or substantially all of  its assets to any other Person except in accordance with the
    provisions of this Section 7.10, unless in connection with a sale of the Collateral pursuant to Article 5, Article
    9 or Article 12;
	 	 
	 	                 (iv) if the Issuer is not the surviving entity, the Person formed by such  consolidation or into which the Issuer
    is merged or to which all or substantially all of the  assets of the Issuer are transferred shall have delivered
    to the Trustee, the Collateral  Manager and the Rating Agency 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 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 Preferred Shares Paying  Agent, the Collateral Manager and each
    Noteholder, an Officer’s Certificate and an  Opinion of Counsel each stating that such consolidation, merger,
    transfer or conveyance  and such supplemental indenture comply with this Article 7 and that all conditions  precedent
    in this Article 7 provided for relating to such transaction have been complied  with;
	 	 
	 	                 (vii)
    the Issuer has received an opinion from Cadwalader, Wickersham & Taft  LLP or an opinion of other nationally
    recognized U.S. tax counsel experienced in such  matters that the Issuer or the Person referred to in clause (a)
    either will (a) be treated as a  Qualified REIT Subsidiary or (b) be treated as a foreign corporation not engaged
    in a  U.S. trade or business or otherwise not subject to U.S. federal income tax on a net income  tax
    basis;
	 	 




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	 	                 (viii)
    the Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized
    U.S. tax counsel experienced in such matters that such action will not adversely affect the tax treatment of the Noteholders
    as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to
    any material extent; and
	 	 
	 	                 (ix)
    after giving effect to such transaction, the Issuer shall not be required to register as an investment company under the 1940
    Act.


 


                                   (b)
The Co-Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its
assets 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 assets 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 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 assets of the Co-Issuer are transferred shall have agreed with the Trustee (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 assets 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 assets of the Co-Issuer are transferred shall have delivered
    to the Trustee and the  Rating Agency 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


 


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	 	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 or any Noteholder may reasonably require;
	 	 
	 	                 (v)
    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
	 	 
	 	                 (vi)
    the Co-Issuer shall have delivered to the Trustee, the Preferred Shares  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 assets of the Issuer or the Co-Issuer,
in accordance with Section 7.10 hereof, the Person formed by or surviving such consolidation or merger (if other than the
Issuer or the Co-Issuer), or the Person to which such consolidation, merger, transfer or conveyance is made, shall succeed to,
and be substituted for, and may exercise every right and power of, the Issuer or the Co-Issuer, as the case may be, under this
Indenture with the same effect as if such Person had been named as the Issuer or the Co-Issuer, as the case may be, herein. In
the event of any such consolidation, merger, transfer or conveyance, the Person named as the “Issuer” or the “Co-Issuer”
in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in
this Article 7 may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released
from its liabilities as obligor and maker on all the Notes and from its obligations under this Indenture.


 


                 
  Section 7.12 No Other Business.


 


                    The
Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this Indenture and any
supplements thereto, issuing its ordinary shares and issuing and selling the Preferred Shares in accordance with its Governing
Documents, the Collateral Management Agreement, 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


 




    	-117-



    	 



    

 


other
activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.


 


                    Section
7.13 Reporting.


 


                    At
any time when the Issuer and/or the Co-Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Issuer
and/or the Co-Issuer shall promptly furnish or cause to be furnished “Rule 144A Information” (as defined below) to
such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or beneficial owner or to the
Trustee 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
Trustee 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 Trustee 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 Trustee, that the Trustee 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 LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached
hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Trustee as Calculation
Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at
any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Collateral
Manager, the Noteholders and the Rating Agency. If the Calculation Agent is unable or unwilling to act as such or is removed by
the Issuer in respect of any Interest Accrual Period, the Issuer and the Co- Issuer shall promptly appoint as a replacement Calculation
Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which
does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may
not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed
within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder
of a Note, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment
of a successor Calculation Agent.


 


                    (b)
The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination
Date (as defined in


 




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Schedule
B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day immediately following
each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will include
such calculation on its Monthly Report next following such LIBOR Determination Date. The Calculation Agent shall notify the Issuer
and the Co-Issuer before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the
process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor.
The determination of the Class A Rate and Class B Rate and the related Class A Interest Distribution Amount and Class B Interest
Distribution Amount, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.


 


                    Section
7.15 REIT Status.


 


                    (a)
The Parent REIT shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary of the
Parent REIT for federal income tax purposes, unless (A) based on an Opinion of Counsel, the Issuer will be treated as a Qualified
REIT Subsidiary of a REIT other than the Parent REIT, or (B) based on an Opinion of Counsel, the Issuer will be treated as a foreign
corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes.


 


                    (b)
If the Issuer is no longer a Qualified REIT Subsidiary, prior to the time that:


	 	 
	 	         (i)
    any Mortgage Loan would cause the Issuer to be treated as engaged in a trade or business in the United States or to become
    subject to U.S. federal tax on a net income basis,
	 	 
	 	         (ii)
    the Issuer would acquire or receive any asset in connection with a workout or restructuring of a Mortgage Loan that could
    cause the Issuer to be treated as engaged in a trade or business in the United States or to become subject to U.S. federal
    tax on a net income basis,
	 	 
	 	         (iii)
    the Issuer would acquire the real property underlying any Mortgage Loan pursuant to a foreclosure or deed-in-lieu of foreclosure,
    or
	 	 
	 	         (iv)
    any Mortgage Loan is modified in such a manner that could cause the Issuer to be treated as engaged in a trade or business
    in the United States or to become subject to U.S. federal tax on a net income basis,


 


the
Issuer will either (x) organize one or more Permitted Subsidiaries and contribute the subject property to such Permitted Subsidiary,
(y) contribute such Mortgage Loan to an existing Permitted Subsidiary, or (z) sell such Mortgage Loan in accordance with Section
12.1.


 


                    Section
7.16 Permitted Subsidiaries.


 


                    Notwithstanding
any other provision of this Indenture, the Collateral Manager on behalf of the Issuer shall be permitted to sell to a Permitted
Subsidiary at any time any Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary


 




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(or
for an increase in the value of equity interests already owned). The Trustee shall, upon receipt of an Issuer Order certifying
that the sale of a Sensitive Asset is being made in accordance with satisfaction of all requirements of this Indenture, direct
the Custodian to release such Sensitive Asset and shall deliver such Sensitive Asset as specified in such Issuer Order. The following
provisions shall apply to all Sensitive Assets 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 applicable Collection Account.


 


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


 


                    (d)
Notwithstanding the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, for purposes of measuring compliance
with the Coverage Tests, 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 Collateral Manager 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 the Issuer’s
behalf shall cause each Permitted Subsidiary to sell each Sensitive Asset and all other assets 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 or the Collateral Manager receives or otherwise becomes aware of any request or demand whether oral or
written that a Mortgage Loan be repurchased or replaced arising from any breach of a representation or warranty made with respect
to such Mortgage Loan (any such request or demand, a “Repurchase Request”) or a withdrawal of a Repurchase
Request from any Person other than the CLO Servicer, then the Trustee or the Collateral Manager on behalf of the Issuer, as applicable,
shall promptly forward or otherwise provide written notice of such Repurchase Request or withdrawal of a Repurchase Request, as
the case may be, to the CLO Servicer, and include the following statement in the related correspondence: “This is a “[Repurchase
Request]/[withdrawal of a Repurchase Request]” under


 




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Section
3.01(c) of the Servicing Agreement relating to DivCore CLO 2013-1, Ltd. requiring action by you as the “Repurchase Request
Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a Repurchase Request from the Trustee
or Collateral Manager pursuant to the prior sentence, the CLO 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 3.01(c) of the Servicing Agreement with respect to such Repurchase Request.
If the Trustee, the Issuer or the Collateral Manager receives notice or has knowledge of a withdrawal of a Repurchase Request
of which notice has been previously received or given, and such notice was not received from or copied to the CLO Servicer, then
the Trustee or the Collateral Manager on behalf of the Issuer, as applicable, shall promptly give notice of such withdrawal to
the CLO Servicer.


 


                    Section
7.18 Purchase of Additional Mortgage Loans.


 


                    The
Issuer (or the Collateral Manager on behalf of the Issuer) shall, prior to the Effective Date, use commercially reasonable efforts
to apply amounts on deposit in the Unused Proceeds Account to purchase Additional Mortgage Loans in accordance with Section
10.4(d) (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Indenture) for inclusion
in the Collateral upon (i) receipt by the Trustee of an Issuer Order executed by the Issuer (or the Collateral Manager on behalf
of the Issuer) with respect thereto directing the Trustee to pay out the amount specified therein pursuant to the wire instructions
specified therein in exchange for delivery of the Additional Mortgage Loan specified therein, (ii) confirmation by the Custodian
that each original mortgage note with respect to each related Additional Mortgage Loan has been delivered to the Custodian for
the benefit of the Trustee and (iii) a certificate of an Authorized Officer of the Issuer (or the Collateral Manager) in the form
of Exhibit I hereto, dated as of the trade date, and delivered to the Trustee prior to the date of such purchase and Grant,
to the effect that after giving effect to such purchase and Grant of the Additional Mortgage Loans, except for Closing Date Mortgage
Loans acquired during the Ramp- Up Period, the Eligibility Criteria are met with respect to the Additional Mortgage Loans purchased;
provided that, prior to the acquisition of, and as a condition to purchase, any Additional Mortgage Loan, (i) the Collateral
Manager shall provide the Class A Majority Holders a written proposal containing all relevant information in the Collateral Manager’s
possession regarding such proposed acquisition and (ii) the Class A Majority Holders shall not have disapproved of such acquisition
(which for this purpose shall mean that not all of the Class A Majority Holders have exercised their Class A Majority Holder Disapproval
Right). Each Additional Mortgage Loan, except for Closing Date Mortgage Loans acquired during the Ramp- Up Period, shall satisfy
the applicable Eligibility Criteria.


 


                    Section
7.19 Effective Date Actions.


 


                    (a)
The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and the Rating Agency
on the Effective Date an amended Schedule A listing all Mortgage Loans Granted to the Trustee pursuant to Section 7.18
on or before the Effective Date and included in the Collateral on the Effective Date, which schedule shall supersede any prior
Schedule A delivered to the Trustee.


 




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                    (b)
Within 30 Business Days after the Effective Date, the Issuer shall provide, or (at the Issuer’s expense) cause the
Collateral Manager to provide, with respect to each Additional Mortgage Loan, the following documents to the Trustee and the
Rating Agency: (A) a report of the Collateral Manager (x) confirming the name of the borrower, the unpaid principal balance,
coupon, maturity date and Moody’s Rating with respect to each Additional Mortgage Loan and any Reinvestment Mortgage
Loan owned by the Issuer as of the Effective Date, and (y) confirming that, as of the Effective Date, the Coverage Tests were
satisfied with respect to the Closing Date Mortgage Loans, Additional Mortgage Loans and any Reinvestment Mortgage Loans
acquired by the Issuer during the Ramp-Up Period and all of the applicable Eligibility Criteria were satisfied with respect
to each Additional Mortgage Loan and any Reinvestment Mortgage Loan acquired by the Issuer during the Ramp-Up Period (the
“Effective Date Report”) and (B) a certificate of the Collateral Manager on behalf of the Issuer
certifying the receipt of an accountants’ report that specifies the agreed-upon procedures performed, at the request of
the Issuer, on the items set forth in the Effective Date Report. If the Effective Date Report provided by the Collateral
Manager confirms that the immediately foregoing subclause (A) have been met, then a Moody’s Effective Date Deemed
Rating Confirmation shall occur. If, within such 30 Business Day period the Issuer, or the Collateral Manager on behalf of
the Issuer, fails to provide the items described in foregoing subclauses (A) and (B) or any rating assigned as of the Closing
Date to any Class of Notes has been downgraded or withdrawn, a “Rating Confirmation Failure” shall
occur.


 


                    For
the avoidance of doubt, the Collateral Manager’s certificate described in the foregoing clause (B) shall not include the
Accountants’ Report.


 


ARTICLE
8


 


SUPPLEMENTAL
INDENTURES


 


                    Section
8.1 Supplemental Indentures Without Consent of Securityholders.


 


                    (a)
Without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board
Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, 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 Trustee, for any of the following purposes:


	 	 
	 	         (i)
    conform the Indenture to the provisions described in the Offering Memorandum (or any supplement thereto);
	 	 
	 	         (ii)
    to correct any defect or ambiguity in the Indenture in order to address any manifest error in any provision of the Indenture;
	 	 
	 	         (iii)
    to update the Indenture for any Moody’s Test Modification;
	 	 
	 	         (iv)
    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;


 


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	 	         (v)
    add to the covenants of the Issuer, the Co-Issuer or the Trustee for the benefit of the Holders of the Notes, Preferred Shareholders
    or to surrender any right or power herein conferred upon the Issuer or the Co-Issuer, as applicable;
	 	 
	 	         (vi)
    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;
	 	 
	 	         (vii)
    evidence and provide for the acceptance of appointment hereunder of a successor Trustee and to add to or change any of the
    provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one
    Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;
	 	 
	 	         (viii)
    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;
	 	 
	 	         (ix)
    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 from registration
    under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent
    not required thereunder;
	 	 
	 	         (x)
    accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise;
	 	 
	 	         (xi)
    otherwise correct any inconsistency or cure any ambiguity, omission or mistake;
	 	 
	 	         (xii)
    take any action commercially reasonably necessary or advisable 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 otherwise being treated as a
    foreign corporation engaged in a trade or business in the United States for 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 otherwise subject to U.S. federal, state, local or foreign income or franchise tax on
    a net income tax basis;
	 	 
	 	         (xiii)
    evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein
    or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned
    to the Notes;
	 	 
	 	         (xiv)
    accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg
    or otherwise;
	 	 




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	 	         (xv)
    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;
	 	 
	 	         (xvi)
    evidence changes to applicable laws and regulations;
	 	 
	 	         (xvii)
    reduce the minimum denominations required for transfer of the Notes;
	 	 
	 	         (xviii)
    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 federal
    income tax purposes, as evidenced by an Opinion of Counsel;
	 	 
	 	         (xix)
    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 Trustee, any paying agent,
    the servicer or the special servicer without such parties’ consent and would not adversely affect in any material respect
    the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Collateral Manager
    must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and the
    Custodial Manager will provide notice of any such amendment to the Rating Agency;
	 	 
	 	         (xx)
    to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to any withholding or
    other taxes or assessments and to allow the Issuer to comply with FATCA or any rules or regulations promulgated thereunder
    (including providing for remedies against, or imposing penalties upon Holders who fail to deliver the required FATCA information
    and modifying the restrictions on and procedures for resales and other transfers of the Notes to achieve FATCA compliance
    or to reflect any changes in FATCA, or other applicable law or regulation (or interpretation thereof)); and
	 	 
	 	         (xxi)
    make any change to any other provisions with respect to matters or questions arising under this Indenture; provided
    that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting
    thereto;


 


provided that, any supplemental indenture to be entered into in respect of any matter described in clauses (iii), (xi), (xiii), (xvi),
(xviii) and (xxi) above, will require (1) the prior written consent of the holders of at least a Majority of the Controlling Class
and (2) an opinion of counsel delivered to the Trustee (which may be supported as to factual (including financial and capital
markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering
the opinion, including an officer’s certificate of the Collateral Manager) to


 




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the
effect that such supplemental indenture would not materially and adversely affect the interests of any Class of Notes or the Preferred
Shares not consenting thereto.


 


                    The
Trustee is 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 Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the
extent required by law.


 


                    If
any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating
Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall
provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding
and is rated, the Trustee shall provide to the Rating Agency a copy of any proposed supplemental indenture at least 15 Business
Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written
confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental
indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable
after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agency
a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional
15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and,
unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice,
as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected
by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected
by such proposed supplemental indenture.


 


                    The
Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests
of any Holder of Securities would be materially and adversely affected thereby, unless the Majority of each and every Class of
Notes or the Preferred Shares so affected have approved such supplemental indenture (but, in each case, disregarding any Securities
beneficially owned by the Collateral Manager or any of its affiliates) or (ii) 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. The Trustee shall be entitled
to rely upon (i) the receipt of notice from the Rating Agency or the Requesting Party, which may be in electronic form, that the
Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Collateral Manager certifying
that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and
expiry of the time period set forth in the above paragraph, 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. The Trustee shall not be


 




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liable
for any such determination made in good faith and in reliance upon such Officer’s Certificate.


 


                    Furthermore,
the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader,
Wickersham & Taft LLP or an opinion of another nationally recognized U.S. tax counsel experienced in such matters that the
proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded
entity of a REIT for U.S. federal income tax purposes or (y) 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.


 


                    (b)
Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes
or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized
by the Trustee, the Trustee may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:


	 	 
	 	         (i)
    conform this Indenture to the provisions described in this Offering Memorandum (or any supplement thereto); and
	 	 
	 	         (ii)
    to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture.


 


                    Section
8.2 Supplemental Indentures with Consent of Securityholders.


 


                    Except
as set forth below, the Trustee and the Co-Issuers may enter into one or more indentures supplemental hereto to add any provisions
to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders
of any Class of Notes or the Preferred Shares under this Indenture only (x) with the written consent of (i) the Holders of a Majority
in Aggregate Outstanding Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned
by the Collateral Manager or any of its Affiliates or by any accounts managed by them), (ii) the Holders of a Majority of the
Controlling Class (excluding any Notes owned by the Collateral Manager or any of its Affiliates or by any accounts managed by
them) and (iii) the Holder of Preferred Shares if materially and adversely affected thereby, by Act of said Securityholders delivered
to the Trustee and the Co-Issuers, and (y) subject to satisfaction of the Rating Agency Condition, notice of which may be in electronic
form. Unless the Trustee is notified (after giving (x) 15 Business Days’ notice of such change to the Holders of each Class
of Notes and the Holder of the Preferred Shares requesting notification by such Noteholders and holders of the Preferred Shares
if any such Noteholders or holders of the Preferred Shares would be materially and adversely affected by the proposed supplemental
indenture and (y) following such initial 15 Business Day period, an additional 15 Business Days’ notice to any holder of
Notes or Preferred Shares that did not respond to the initial notice) by Holders of a Majority in Aggregate Outstanding Amount
of the Notes of any Class that such Class of Notes will be materially and adversely affected by the proposed supplemental indenture
(and upon receipt of an Officer’s Certificate of the Collateral Manager), the interests of such Class and the interests
of the Preferred Shares will be deemed not to be materially and adversely affected by such proposed


 




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supplemental
indenture and the Trustee will be permitted to enter into such supplemental indenture. Such determinations shall be conclusive
and binding on all present and future Noteholders. The consent of the Holders of the Preferred Shares shall be binding on all
present and future Holders of the Preferred Shares. The Trustee shall not be liable for any such determination made in good faith
and in reliance upon an Officer’s Certificate of the Collateral Manager.


 


                    Without
the consent of (x) all of the Holders of each Outstanding Class of Notes materially adversely affected, (y) the Holders of a Majority
of the Controlling Class (excluding any Notes owned by the Collateral Manager or any of its Affiliates or by any accounts managed
by them) and (z) 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 Shares 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, or the Holder
of any Preferred Share as an indirect beneficiary, of the security afforded to such Holder 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 the Trustee’s election to preserve the Collateral pursuant to Section
5.5 or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5 hereof;


 


                    (f)
modify any of the provisions of this Section 8.2, except to increase any percentage of Outstanding Notes whose holders’
consent is required for any such action or to


 




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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 or Section 13.1 hereof;


 


                    (h)
modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest
on or principal of any Note on any Payment Date or of distributions to the Preferred Shares Paying Agent for the payment of distributions
in respect of the Preferred Shares on any Payment Date (or any other date) or to affect the rights of the Holders of Securities
to the benefit of any provisions for the redemption of such Securities contained herein;


 


                    (i)
reduce the permitted minimum denominations of the Notes below the minimum denomination necessary to maintain an exemption from
the registration requirements of the Securities Act or the 1940 Act; or


 


                    (j)
modify any provisions regarding non- recourse or non-petition covenants with respect to the Issuer and the Co-Issuer.


 


                    The
Trustee shall be entitled to rely upon an Officer’s Certificate of the Issuer or the Collateral Manager on behalf of the
Issuer in determining whether or not the Holders of Securities would be 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. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s
Certificate of the Issuer or the Collateral Manager on behalf of the Issuer, as described in Section 8.3 hereof.


 


                    It
shall not be necessary for any Act of Securityholders under this Section 8.2 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 and the Trustee of any supplemental indenture pursuant to this Section 8.2,
the Trustee, at the expense of the Issuer, shall mail to the Securityholders, the Preferred Shares Paying Agent, the Collateral
Manager, and, so long as the Notes are Outstanding and so rated, the Rating Agency a copy thereof based on an outstanding rating.
Any failure of the Trustee 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
8.3 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 Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Officer’s Certificate of the Issuer or the Collateral Manager on behalf of the Issuer stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been
satisfied. The Trustee may, but shall not be


 




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obligated
to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise. 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 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 gives written consent to the Trustee and the
Issuer to such amendment.


 


                    Section
8.4 Effect of Supplemental Indentures.


 


                    Upon
the execution of any supplemental indenture under this Article 8, this Indenture shall be modified in accordance therewith,
such supplemental indenture shall form a part of this Indenture for all purposes and every Holder of Notes theretofore and thereafter
authenticated and delivered hereunder, and every Holder of Preferred Shares, shall be bound thereby.


 


                    Section
8.5 Reference in Notes to Supplemental Indentures.


 


                    Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if required
by the Trustee shall, bear a notice in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Issuer and the Co-Issuer shall so determine, new Notes, so modified as to conform in the opinion of the Trustee 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 Trustee in exchange for Outstanding Notes.


 


ARTICLE
9


 


REDEMPTION
OF SECURITIES; REDEMPTION PROCEDURES


 


                    Section
9.1 Clean-up Call; Tax Redemption and Optional Redemption.


 


                    (a)
The Notes 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 (the “Clean-up
Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes (excluding any Class
B Capitalized Interest) will be reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.


 


                    (b)
The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders
delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax
Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax
Redemption”); provided that that the funds available to be used for such Tax


 




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Redemption
will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the
direction of the Collateral Manager shall provide written notice thereof to the Trustee and the Rating Agency.


 


                    (c)
The Notes and the Preferred Shares shall be redeemable, 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 direction of the Issuer (such redemption, an “Optional
Redemption”) by Act of a Majority of the Preferred Shareholders delivered to the Trustee; provided, however,
that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price and, in
connection with an Optional Redemption occurring prior to the Payment Date in December 2016, the Class A Make Whole Amount and
the Class B Make Whole Amount. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Collateral to the
Collateral Manager or any Affiliate of the Collateral Manager other than the Parent REIT in connection with an Optional Redemption.


 


                    (d)
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 Trustee to make the payment to the Paying Agent of the applicable Redemption
Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection
with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an
Issuer Order from the Issuer or from the Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax
Redemption have occurred. The election by the Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall
be evidenced by an Officer’s Certificate from the Collateral Manager on behalf of the Issuer certifying that the conditions
for an Optional Redemption have occurred.


 


                    (e)
A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business
Days before the scheduled Redemption Date, (A) the Collateral Manager shall have certified to the Trustee that the Collateral
Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions
whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other
than such institution) have a credit rating from the Rating Agency 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” by Moody’s (as long as the term
of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Collateral Manager,
to sell all or part of the Collateral not later than the Business Day immediately preceding the scheduled Redemption Date or (B)
the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii)
the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the
sale of the Collateral, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection
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 an Optional Redemption, a Clean-up Call or a Tax Redemption pursuant to Section 9.1, the Trustee on
behalf of the Issuer and the Co-Issuer shall (i) set the applicable Record Date and (ii) at least 45 days prior to the proposed
Redemption Date, notify the Collateral Manager, the Rating Agency, the Preferred Share Paying Agent and each Preferred Shareholder
at such Preferred Shareholder’s address in the register maintained by the Share Registrar, 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 60 days prior to the proposed
Redemption Date.


 


                    (b)
Any such notice of an Optional Redemption, a Clean-up Call or a Tax Redemption may be withdrawn by the Issuer and the Co-Issuer
at the direction of the Collateral Manager up to the fourth Business Day prior to the scheduled Redemption Date by written notice
to the Trustee, the Preferred Share Paying Agent, to 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.


 


                    Section
9.3 Notice of Redemption or Maturity by the Issuer.


 


                    Notice
of redemption 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 Business Days (or four Business Days 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 each Holder
of Notes 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.


 


                    Notice
of redemption shall be given by the Issuer and Co-Issuer, or at their request, by the Trustee 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.


 


 




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                    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
and the Trustee such security or indemnity as may be required by them to hold each of them harmless (an unsecured indemnity agreement
delivered to the Issuer, the Co-Issuer and the Trustee by an institutional investor with a net worth of at least U.S.$200,000,000
being deemed to satisfy such security or indemnity requirement) and an undertaking thereafter to surrender such Note, then, in
the absence of notice to the Issuer, the Co-Issuer 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 so to be redeemed
whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor
Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section
2.7(f).


 


                    If
any Note called for redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Redemption Date at the applicable Note Interest Rate for each successive Interest Accrual Period the Note
remains Outstanding.


 


                    Section
9.5 Mandatory Redemption.


 


                    On
any Payment Date on which any of the Coverage Tests applicable to any Class of Notes is not satisfied as of the most recent Measurement
Date, the Notes shall be redeemed (a “Mandatory Redemption”), first from Interest Proceeds, net of amounts
set forth in Section 11.1(a)(i)(1) through (6), and then from Principal Proceeds, as set forth in clause (1) of
Section 11.1(a)(ii), in an amount necessary, and only to the extent necessary, to cause each of the Coverage Tests to be
satisfied). Such Principal Proceeds and Interest Proceeds shall be applied to each of the Outstanding Classes of Notes in accordance
with its relative seniority in accordance with the Priority of Payments. On or promptly after such Mandatory Redemption, the Issuer
and the Co-Issuer shall certify or cause to be certified to the Rating Agency and the Trustee whether the Coverage Tests have
been met.


 


ARTICLE
10


 


ACCOUNTS,
ACCOUNTINGS AND RELEASES


 


                    Section
10.1 Collection of Amounts; Custodial Account.


 


                    (a)
Except as otherwise expressly provided herein, the Trustee 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


 






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receivable
by the Trustee pursuant to this Indenture, including all payments due on the Collateral in accordance with the terms and conditions
of such Collateral. The Trustee shall segregate and hold all such amounts and property received by it in trust for the Secured
Parties, and shall apply it as provided in this Indenture.


 


                    (b)
The Trustee shall credit all Mortgage Loans and Eligible Investments to an account in the name of the Issuer for the benefit of
the Secured Parties designated as the “Custodial Account.”


 


                    Section
10.2 Collection Accounts.


 


                    (a)
The Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which
shall be designated as the “Collection Account” (which may be a subaccount of the Custodial Account) and shall consist
of two subaccounts, the “Interest Collection Account” and the “Principal Collection Account”
(collectively, the “Collection Accounts”), which shall be held in trust in the name of the Trustee for the
benefit of the Secured Parties, into which Collection Accounts, as applicable, the Trustee shall from time to time deposit (i)
all Sale Proceeds (unless simultaneously reinvested in Reinvestment Mortgage Loans in accordance with terms set forth in Section
12.2(a)) and (ii) all Interest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances
shall, be required to, deposit from time to time such amounts in the Collection Accounts as it deems, in its sole discretion,
to be advisable. All amounts deposited from time to time in the Collection Accounts pursuant to this Indenture shall be held by
the Trustee as part of the Collateral and shall be applied to the purposes herein provided. The Collection Accounts shall remain
at all times with the Corporate Trust Office or a financial institution having a long-term debt rating at least equal to “Aa3”
by Moody’s and a short-term debt rating at least equal to “P-1” by Moody’s.


 


                    (b)
All distributions of principal or interest received from the Servicer in respect of the Collateral, and any Sale Proceeds from
the sale or disposition of a Mortgage Loan or other Collateral received by the Trustee shall be immediately credited to the Interest
Collection Account or the Principal Collection Account, as Interest Proceeds or Principal Proceeds, respectively (unless, in the
case of proceeds received from the sale or disposition of any Collateral, such proceeds are simultaneously reinvested pursuant
to Section 10.2(d) in Reinvestment Mortgage Loans, in accordance with Section 12.2(a)). Subject to Sections 10.2(d),
10.2(e) and 11.2, all such property, together with any securities in which funds included in such property are or
will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments,
shall be held by the Trustee in the Collection Accounts as part of the Collateral subject to disbursement and withdrawal as provided
in this Section 10.2.


 


                    (c)
If prior to the occurrence of an Event of Default, the Issuer (or the Collateral Manager on behalf of the Issuer) shall not have
given any investment directions pursuant to Section 10.2(b), the Trustee shall invest and reinvest the funds held in the
applicable Collection Account in one or more Eligible Investments described in clause (vii) of the definition of Eligible Investments
maturing no later than the Business Day immediately preceding the next Payment Date.

 


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                    (d)
During the Reinvestment Period (and up to 60 days thereafter to the extent necessary to acquire Mortgage Loans pursuant to binding
commitments entered into during the Reinvestment Period using Principal Proceeds received during or after the Reinvestment Period),
the Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order
the Trustee shall, reinvest Principal Proceeds in Mortgage Loans selected by the Collateral Manager as permitted under and in
accordance with the requirements of Article 12 and such Issuer Order. Any Principal Proceeds standing to the credit of
the Principal Collection Account may be designated by the Collateral Manager for application to reinvestment in Reinvestment Mortgage
Loans (such Principal Proceeds, “Designated Principal Proceeds”) and, if and for so long as such Principal
Proceeds are Designated Principal Proceeds, such Principal Proceeds shall remain in the Principal Collection Account (or invested
in Eligible Investments) until the earlier of (i) the time the Collateral Manager notifies the Trustee in writing that such Principal
Proceeds are no longer so designated, (ii) the Collateral Manager notifies the Trustee in writing that such Principal Proceeds
are to be applied to the purchase of Reinvestment Mortgage Loans in accordance with Section 12.2(a) and (iii) the later
of (x) the first Business Day after the last day of the Reinvestment Period and (y) if after the last day of the Reinvestment
Period, the last settlement date within 60 days of the last day of the Reinvestment Period with respect to the last Reinvestment
Mortgage Loan that the Issuer has entered into an irrevocable commitment to purchase. Any Principal Proceeds that are not Designated
Principal Proceeds as of the Determination Date related to any Payment Date shall be applied pursuant to clauses (4) through (7)
of Section 11.1(a)(ii) or pursuant to Section 11.1(a)(iii), as applicable.


 


                    (e)
The Trustee shall transfer to the Payment Account for application pursuant to Section 11.1(a) and in accordance with the
calculations and the instructions contained in the Monthly Report prepared by the Trustee on behalf of the Issuer pursuant to
Section 10.11(a), on or prior to the Business Day prior to each Payment Date, any amounts then held in the Collection Accounts,
except that, to the extent that Principal Proceeds in the Principal Collection Account as of such date are in excess of the amounts
required to be applied pursuant to the Priority of Payments up to and including the next Payment Date as shown in the Monthly
Report with respect to such Payment Date, the Trustee shall retain such excess amounts in the Principal Collection Account and
shall not transfer such excess amounts to the Payment Account unless the Issuer directs the Trustee otherwise.


 


                    Section
10.3 Payment Account.


 


                    The
Trustee shall, prior to the Closing Date, establish a Securities Account with the Custodial Securities Intermediary which shall
be designated as the “Payment Account,” which shall be held in trust for the benefit of the Secured Parties and over
which the Trustee shall have exclusive control and the sole right of withdrawal. 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 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 on the Notes and
make other payments in respect of the Notes in accordance with their terms and the provisions of this Indenture, (ii) to pay the
Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distributions to the Preferred Shareholders
in accordance with the terms


 







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and
the provisions of the Preferred Share Paying Agency Agreement, (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. The Trustee agrees to give the Issuer and the Co-Issuer immediate notice if it becomes aware that the
Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any
writ, order, judgment, warrant of attachment, execution or similar process. Neither the Issuer nor the Co-Issuer shall have any
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 with the Corporate Trust Office or a financial institution having a long-term debt rating of
at least “Aa3” by Moody’s or a short-term debt rating of at least “P-1” by Moody’s. Amounts
in the Payment Account shall not be invested.


 


                    Section
10.4 Unused Proceeds Account.


 


                    (a)
The Trustee shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as
the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured
Parties, into which the amount specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to
the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral and shall be applied
to the purposes herein provided.


 


                    (b)
The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit
therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment,
execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or a financial
institution having a long-term debt rating of at least “Aa3” by Moody’s or a short-term debt rating of at least
“P-1” by Moody’s.


 


                    (c)
Amounts remaining in the Unused Proceeds Account shall, on the Business Day after the Effective Date, be transferred by the Trustee
to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied
in accordance with the Priority of Payments on the next Payment Date after the Effective Date.


 


                    (d)
During the Ramp-Up Period, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee
to, and upon receipt of such Issuer Order and an Officer’s Certificate of the Collateral Manager substantially in the form
of Exhibit I confirming the satisfaction of all Eligibility Criteria the Trustee shall, remit amounts on deposit in the
Unused Proceeds Account to acquire Additional Mortgage Loans selected by the Collateral Manager as permitted under and in accordance
with the requirements of Section 7.18 and such Issuer Order.


 


                    (e)
To the extent not applied pursuant to Section 7.18, the Collateral Manager, on behalf of the Issuer, may direct the Trustee
to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated
by the Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account,
any gain realized from such investments shall be credited to the


 







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Unused
Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall
not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency
of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in
obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized
Officer of the Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments
of the type described in clause (vii) of the definition thereto or leave such funds uninvested.


 


                    Section
10.5 Reserved.


 


                    Section
10.6 Future Funding Reserve Account.


 


                    (a)
With respect to each of the five Closing Date Mortgage Loans and any Additional Mortgage Loans or Reinvestment Mortgage Loans
purchased by the Issuer that is a Future Funding Mortgage Loan, the Trustee will establish a Securities Account with the Custodial
Securities Intermediary (the “Future Funding Reserve Account”) which shall be held in trust for the benefit
of the Secured Parties, into which the Issuer will be required to deposit the full amount of all Future Advances with respect
to any Future Funding Mortgage Loan will be deposited (i) in the case of a Closing Date Mortgage Loan that is a Future Funding
Mortgage Loan, on the Closing Date from the proceeds of the sale of the Notes, (ii) in the case of an Additional Mortgage Loan
that is a Future Funding Mortgage Loan, at the time such Mortgage Loan is acquired by the Issuer from amounts on deposit in the
Unused Proceeds Account or from a cash contribution made by the Holders of the Preferred Shares and (iii) in the case of a Reinvestment
Mortgage Loan that is a Future Funding Mortgage Loan, at the time that such Mortgage Loan is acquired by the Issuer from Principal
Proceeds or from a cash contribution made by the holders of the Preferred Shares, in each case, unless the holder of the future
funding obligation (which may be the Issuer) (x) is an Approved Lender, (y) has an agreement in place with an Approved Lender
that has agreed that if the holder of the future funding obligation (or the related affiliate) defaults under its obligation to
fund the required amount, the Approved Lender will advance the full amount of the future funding obligation or (z) has an irrevocable
and unconditional letter of credit from an Approved Lender with respect to the future funding obligation (the “Backstop
Condition”). If subsequent to the acquisition of a Future Funding Loan (either on the Closing Date or during the Ramp-Up
Period or Reinvestment Period) for which amounts were required to be deposited into the Future Funding Reserve Account, (a) the
Backstop Condition is satisfied with respect to such Future Funding Mortgage Loan or (b) the Future Funding Mortgage Loan is sold
or otherwise disposed before the full commitment thereunder has been drawn, or if excess funds remain following the termination
of the funding obligation giving rise to the deposit of such funds in the Future Funding Reserve Account, such Eligible Investments
on deposit in the Future Funding Reserve Account for the purpose of fulfilling such commitment shall be transferred (i) during
the Ramp-Up Period, to the Unused Proceeds Account to be used for the purchase of Additional Mortgage Loans, (ii) during the Reinvestment
Period, to the Principal Collection Account as Principal Proceeds to be used for the purchase of Reinvestment Mortgage Loans or
(iii) or following the end of the Reinvestment Period, to the Principal Collection Account as Principal Proceeds for distribution
in accordance with Section 11.1(a)(ii). The Future Funding Reserve Account shall remain at all times with the Corporate
Trust Office or a financial institution having a long-term debt rating from the Rating


 







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Agency
at least equal to “A-” or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,”
“P-1” or “F1,” as applicable.


 


                    (b)
Except as provided in Section 10.6(c) below, funds in the Future Funding Reserve Account shall be available solely to fund
Future Advances under any Future Funding Mortgage Loans included in the Mortgage Loans.


 


                    (c)
The Collateral Manager or the CLO Servicer, as applicable, shall direct the Trustee to withdraw funds from the Future Funding
Reserve Account to fund any required Future Advances for any Future Funding Mortgage Loan. Pursuant to an Issuer Order, all or
a portion of the funds, as specified in such Issuer Order, on deposit in the Future Funding Reserve Account in respect of amounts
previously held on deposit in respect of unfunded commitments for Future Funding Mortgage Loans that have been sold or otherwise
disposed of before such commitments thereunder have been drawn or as to which excess funds remain shall be transferred by the
Trustee to the Collection Account as Principal Proceeds.


 


                    (d)
The Collateral Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest
all funds in the Future Funding Reserve Account in Eligible Investments designated by the Collateral Manager. All interest and
other income from such investments shall be deposited in the Future Funding Reserve Account, any gain realized from such investments
shall be credited to the Future Funding Reserve Account, and any loss resulting from such investments shall be charged to the
Future Funding Reserve Account. The Trustee 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 Future Funding Reserve Account resulting from any loss relating to any such
investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not
receive investment instructions from an Authorized Officer of the Collateral Manager, the Trustee shall invest funds received
in the Future Funding Reserve Account in Eligible Investments of the type described in clause (vii) of the definition thereto.


 


                    Section
10.7 Expense Account.


 


                    (a)
The Trustee shall prior to the Closing Date establish a Securities Account with the Custodial Securities Intermediary which shall
be designated as the “Expense Account” which shall be held in trust in the name of the Trustee for the benefit of
the Secured Parties. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit
of, the Expense Account shall be to pay (on any day other than a Payment Date, accrued and unpaid Company Administrative Expenses
(other than accrued and unpaid expenses and indemnities payable to the Collateral Manager under the Collateral Management Agreement);
provided that the Trustee shall be entitled (but not required) without liability on its part, to refrain from making any such
payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into
account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each
of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. On the Closing Date, the Parent
REIT or its Affiliates shall deposit into the Expense Account an amount equal to U.S.$150,000. On or after the first Payment Date,
any amount remaining in the Expense Account may, at the election of the Collateral Manager be


 







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designated
as Interest Proceeds. On the date on which substantially all of the Issuer’s assets have been sold or otherwise disposed
of, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall direct the Trustee to, and, upon
receipt of such Issuer Order, the Trustee shall, transfer all amounts on deposit in the Expense Account to the Interest Collection
Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. Amounts credited to the Expense Account may
be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering
of the Notes.


 


                    (b)
On each Remittance Date, the Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$50,000 for the
related Payment Date) after application of amounts payable pursuant to clauses (1) through (11) of Section 11.1(a)(i) for
deposit into the Expense Account.


 


                    (c)
The Trustee agrees to give the Issuer prompt notice if it becomes aware that the Expense Account or any funds on deposit therein,
or otherwise to the credit of the Expense Account, shall become subject to any writ, order, judgment, warrant of attachment, execution
or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Expense Account. The Expense
Account shall remain at all times with the Corporate Trust Office or a financial institution having capital and surplus of at
least U.S.$200,000,000 and a long-term debt rating at least equal to “Baa1” by Moody’s.


 


                    (d)
The Collateral Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest
all funds in the Expense Account in Eligible Investments designated by the Collateral Manager. All interest and other income from
such investments shall be deposited in the Expense Account, any gain realized from such investments shall be credited to the Expense
Account, and any loss resulting from such investments shall be charged to the Expense Account. The Trustee shall not in any way
be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense
Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee
or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Collateral
Manager, the Trustee shall invest funds received in the Expense Account in Eligible Investments of the type described in clause
(vii) of the definition thereto.


 


                    Section
10.8 Reserved.


 


                    Section
10.9 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 Trustee that are available to pay interest on the Class A Notes in accordance with
the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes on the following
Payment Date as a result of interest shortfalls on the Mortgage Loans (the amount of such insufficiency, an “Interest
Shortfall”), the Trustee shall provide the Advancing Agent with written notice of such Interest Shortfall no later than
noon (New York time) on the Business Day preceding each Payment Date. The Trustee shall provide the Advancing Agent with notice,
prior to any funding of an Interest Advance by the Advancing Agent, of any


 







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additional
interest remittances received by the Trustee after delivery of such initial notice that reduce such Interest Shortfall. No later
than 5:00 p.m. (New York time) on the Business Day preceding the related Payment Date, the Advancing Agent shall advance the difference
between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest
Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section
10.9(b), and subject to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest
Shortfalls that would otherwise occur on the Class A Notes and (ii) the aggregate of the interest payments not received in respect
of Mortgage Loans. Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest
Advance in respect of a Mortgage Loan to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances
would exceed the aggregate outstanding principal amount of the Class A Notes. 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 Trustee on the related Payment Date (or, if such Interest Advance is made prior to final determination
by the Trustee of such Interest Shortfall, on the Business Day of such final determination). The Advancing Agent shall provide
the Trustee written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable
Interest Advance no later than 5:00 p.m. (New York time) on the Business Day preceding the related Payment Date. If the Advancing
Agent shall fail to make any required Interest Advance at or prior to the time at which distributions are to be made pursuant
to Section 11.1(a), the Advancing Agent shall be terminated and the Backup Advancing Agent shall be required to make such
Interest Advance, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.9(b).
The Backup Advancing Agent shall be entitled to conclusively rely on any affirmative determination by the Advancing Agent that
an Interest Advance would constitute a Nonrecoverable Interest Advance. Based upon available information at the time, the Backup
Advancing Agent, the Collateral Manager or the Advancing Agent will provide 15 days prior notice to the Rating Agency 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 Collateral Manager will provide the Rating Agency 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
be recoverable from subsequent payments or collections with respect to all Mortgage Loans and has determined in its reasonable
judgment that the recovery would not result in an Interest Shortfall. 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 Underlying Mortgaged Property in its “as is” or then-current condition and
    occupancy;


 







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	 	         (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 Underlying Mortgaged Properties, and
	 	 
	 	         (iv)
    the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Class
    A Notes.


 


                    For
purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance,
an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines
that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance,
plus interest thereon at the Reimbursement Rate within a reasonable period of time. 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.


 


                    (c)
Each of the Advancing Agent and the Backup Advancing Agent will be entitled to 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 Accounts on any Business Day during any Interest
Accrual Period prior to the related Determination Date (or on a Payment Date prior to any payment of interest on or principal
of the Notes in accordance with the Priority of Payments). The Advancing Agent or the Backup Advancing Agent, as the case may
be, shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest
Advances in such manner as the Advancing Agent or the 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 Notes will continue
through the Stated Maturity Date, unless the Class A Notes are previously redeemed or repaid in full.


 







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                    (f)
In no event will the Advancing Agent, in its capacity as such hereunder or the Trustee, in its capacity as Backup Advancing Agent
hereunder, be required to advance any amounts in respect of payments of principal of any Mortgage Loan or Note.


 


                    (g)
[Reserved].


 


                    (h)
The determination by the Advancing Agent or the Backup Advancing Agent, as applicable, (i) that it has made a Nonrecoverable Interest
Advance or (ii) that any proposed Interest Advance (together with accrued interest thereon), if made, would constitute a Nonrecoverable
Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee, the Issuer and Moody’s,
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’s or the Backup Advancing Agent’s, entitlement to reimbursement
with respect to any Interest Advance.


 


                    Section
10.10 Reports by Parties.


 


                    (a)
The Trustee shall supply, in a timely fashion, to the Issuer, the Co-Issuer, the Preferred Shares Paying Agent and the Collateral
Manager any information regularly maintained by the Trustee that the Issuer, the Co-Issuer, the Preferred Shares Paying Agent
or the Collateral Manager may from time to time request with respect to the Collateral or the Accounts and provide any other information
reasonably available to the Trustee by reason of its acting as Trustee hereunder and required to be provided by Section 10.11 or to permit the Collateral Manager to perform its obligations under the Collateral Management Agreement. Each of the Issuer
and Collateral Manager shall promptly forward to the Trustee any information in their possession or reasonably available to them
concerning any of the Collateral that the Trustee reasonably may request or that reasonably may be necessary to enable the Trustee
to prepare any report or perform any duty or function on its part to be performed under the terms of this Indenture.


 


                    Section
10.11 Reports; Accountings.


 


                                  (a)
Based on the CREFC® Investor Reporting Package and other monthly reports prepared by the Servicer and delivered by the Servicer
to the Trustee no later than 1:00 p.m. on the second Business Day prior to each Payment Date, the Trustee shall prepare and make
available on the Trustee’s Website initially located at www.ctslink.com to each Privileged Person, a monthly report (the
“Monthly Report”) substantially in the form set forth as Exhibit K hereto. The Monthly Report shall
contain the following information and instructions with respect to the Collateral included in the Collateral based in part on
information provided by the Collateral Manager:


	 	 
	 	         (i)
    the Aggregate Principal Balance of all Mortgage Loans, together with the sum of (A) the Aggregate Principal Balance of all
    Mortgage Loans (other than Defaulted Mortgage Loans) plus (B) the Principal Balance of each Collateral which is a Defaulted
    Mortgage Loan;


 







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	 	          (ii)
    the balance of all Eligible Investments and Cash in each of the Interest Collection Account, the Principal Collection Account,
    the Future Funding Reserve Account and the Expense Account;
	 	 
	 	          (iii)
    the identity of each Mortgage Loan that was sold or disposed of pursuant to Section 12.1 (indicating whether such Mortgage
    Loan is a Defaulted Mortgage Loan or a Credit Risk Mortgage Loan (in each case, as reported in writing to the Trustee by the
    Collateral Manager) and whether such Mortgage Loan was sold pursuant to Section 12.1(a)(i) or (ii)) or Granted
    to the Trustee since the date of determination of the most recent Monthly Report;
	 	 
	 	          (iv)
    the identity of each Mortgage Loan which became a Defaulted Mortgage Loan or a Credit Risk Mortgage Loan since the date of
    determination of the last Monthly Report;
	 	 
	 	          (v)
    the Par Value Ratios and the Interest Coverage Ratios, and a statement as to whether the Coverage Tests are satisfied;
	 	 
	 	          (vi)
    the Weighted Average Spread;
	 	 
	 	          (vii)
    the Weighted Average Life of all the Mortgage Loans;
	 	 
	 	          (viii)
    the amount of the current portion and the unpaid and unwaived portion, if any, of the Collateral Manager Fee with respect
    to the related Payment Date;
	 	 
	 	          (ix)
    the amount of all Future Advances that were advanced;
	 	 
	 	          (x)
    Principal Proceeds and Interest Proceeds received by the Issuer received in the related Due Period;
	 	 
	 	          (xi)
    the Net Outstanding Portfolio Balance as of the close of business on the last Business Day of each Due Period after giving
    effect to the Principal Proceeds as of the last Business Day of such Due Period, principal collections received from Mortgage
    Loans in the related Due Period, the reinvestment of such proceeds in Eligible Investments during such Due Period and the
    Mortgage Loans that were released during such Due Period;
	 	 
	 	          (xii)
    the Aggregate Outstanding Amount of the Notes of each Class at the beginning of the Due Period and such Aggregate Outstanding
    Amount as a percentage of the original Aggregate Outstanding Amount of the Notes of such Class, the amount of principal payments
    to be made on the Notes of each Class on the next Payment Date, the Aggregate Outstanding Amount of the Notes of each Class
    after giving effect to the payment of principal on the related Payment Date and such Aggregate Outstanding Amount as a percentage
    of the original Aggregate Outstanding Amount of the Notes of such Class;


 







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	 	          (xiii)
    the Class A Interest Distribution Amount and the Class B Interest Distribution Amount for the related Payment Date and the
    aggregate amount paid for all prior Payment Dates in respect of such amounts;
	 	 
	 	          (xiv)
    with the assistance of the Collateral Manager, the Company Administrative Expenses on an itemized basis;
	 	 
	 	          (xv)
    the balance of Principal Proceeds and the balance of Interest Proceeds remaining in the Collection Accounts immediately after
    all payments and deposits to be made on the related Payment Date;
	 	 
	 	          (xvi)
    the amount to be paid to the Advancing Agent or the Backup Advancing Agent, as applicable, as reimbursement of Interest Advances
    and Reimbursement Interest and calculate the amount of the Nonrecoverable Interest Advances to be paid to the Advancing Agent
    or the Backup Advancing Agent, as applicable;
	 	 
	 	          (xvii)
    the amount on deposit in the Expense Account, the Unused Proceeds Account and the Future Funding Reserve Account;
	 	 
	 	          (xviii)
    with respect to each Mortgage Loan and each Eligible Investment that is part of the Collateral, its Principal Balance, annual
    interest rate and maturity date; and
	 	 
	 	          (xix)
    such other information as the Collateral Manager or the Trustee may reasonably agree to.


 


               (b)
The Trustee, on behalf of the Issuer and upon request of the Collateral Manager shall calculate the Par Value Ratios and the Interest
Coverage Ratios in respect of each Measurement Date and indicate pursuant to clause (viii) of each Monthly Report whether each
Coverage Test is met and report to the Issuer, the Co-Issuer, the Trustee, and the Collateral Manager on each Measurement Date.


 


               (c)
Upon receipt of each Monthly Report and each Redemption Date Statement, the Collateral Manager shall compare the information contained
in its records with respect to the Collateral and shall, within five Business Days after receipt of each such Monthly Report or
such Redemption Date Statement, notify the Issuer and the Trustee whether such information contained in the Monthly Report or
the Redemption Date Statement, as the case may be, conforms to the information maintained by the Collateral Manager with respect
to the Collateral, or detail any discrepancies. If any discrepancy exists, the Trustee, the Issuer and the Collateral Manager
shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Collateral Manager may cause the
firm of Independent certified public accountants appointed by the Issuer pursuant to Section 10.14 hereof to review such
Monthly Report or Redemption Date Statement, as the case may be, and the Collateral Manager’s records and the Trustee’s
records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or Redemption Date Statement,
as the case may be, or the Trustee’s or the Collateral Manager’s records, the Monthly Report or Redemption Date Statement,
as the case may be, or the Trustee’s or the Collateral Manager’s records, shall be revised accordingly and, as so
revised, shall be utilized in making all calculations pursuant to this Indenture. The Rating Agency (in each case only so long
as any Class of Notes is rated), the Placement Agent


 







    	-143-



    	 



    

and
the Collateral Manager shall be notified in writing of any such revisions by the Trustee, on behalf of the Issuer.


 


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


 


                    (e)
Not more than five Business Days after receiving an Issuer Request requesting information regarding a redemption of the Notes
of a Class as of a proposed Redemption Date set forth in such Issuer Request, the Collateral Manager shall compute the following
information and provide such information in a statement (the “Redemption Date Statement”) delivered to the
Trustee and the Preferred Shares 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 Interest Accrual 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 amount in the Accounts (other than the Preferred Share Distribution Account) available for application to the redemption
    of such Notes.


 


                    Section
10.12 Information Available Electronically


 


                    (a)
The Trustee shall make available to Privileged Persons, via the Trustee’s Website, the following items (to the extent such
items were prepared by, or were delivered to the Trustee in electronic format to TrustAdministrationGroup@wellsfargo.com
and cts.cmbs.bond.admin@wellsfargo.com) and any such other information upon the agreement of the Issuer and the Trustee:


 


                    (i)
the following “deal documents”:


	 	 
	 	          (A) the Offering Circular and any other
    disclosure document relating to the Notes, in the form most recently provided to the Trustee by the Issuer or by any Person
    designated by the Issuer; and
	 	 
	 	          (B) this Indenture and any supplemental
    indentures and exhibits hereto or thereto;
	 	 
	 	          (C) the Servicing Agreement, and any
    exhibits and amendments thereto; and


 







    	-144-



    	 



    

 


	 	          (D)
    the Collateral Management Agreement, and any exhibits and amendments thereto;


 


          (ii)
the following “periodic reports”:


	 	 
	 	          (A)
    all Monthly Reports prepared by the Trustee pursuant to Section 10.11(a);
	 	 
	 	          (B)
    all CREFC Reports delivered to the Trustee under the Servicing Agreement;
	 	 
	 	          (C)
    reports prepared by the Collateral Manager and delivered to the Trustee containing the Moody’s Rating Factor of each
    Mortgage Loan and the Moody’s Weighted Average Rating Factor; and
	 	 
	 	          (D)
    the following property-level documents (“Property-Level Documents”) with respect to each Mortgage Loan,
    to the extent received from the Servicer:


 


	 	          (a)
    inspection reports (including annual inspection reports);
	 	 
	 	          (b)
    quarterly and annual property operating statements;
	 	 
	 	          (c)
    quarterly and annual rent rolls;
	 	 
	 	          (d)
    quarterly and annual financial statements;
	 	 
	 	          (e)
    annual operating budgets;
	 	 
	 	          (f)
    any other financial reports required to be delivered by a borrower under a Mortgage Loan; and
	 	 
	 	          (g)
    Asset Status Report (as defined in the Servicing Agreement) with respect to each Specially Serviced Investment (as defined
    in the Servicing Agreement);


 


	 	          (iii)
    the “Investor Q&A Forum” pursuant to Section 10.12(c); and
	 	 
	 	          (iv)
    solely to Noteholders and Beneficial Owners of Notes, the “Investor Registry” pursuant to Section 10.12(d).


 


        (b)
The foregoing information shall be made available by the Trustee on the Trustee’s Website promptly following receipt. The
Trustee 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 Trustee may remove it from the Trustee’s Website. The
Trustee has not obtained and shall not be


 







    	-145-



    	 



    

deemed
to have obtained actual knowledge of any information posted to the Trustee’s Website to the extent such information was
not produced by the Trustee. In connection with providing access to the Trustee’s Website, the Trustee may require registration
and the acceptance of a disclaimer. The Trustee 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 Trustee’s Website can be obtained
by calling 866-846-4526.


 


                    (c)
The Trustee shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Trustee’s Website, where (i) Noteholders and Beneficial Owners may submit questions
to the Trustee relating to the Monthly Report, or submit questions to the Servicer or the Collateral Manager, as applicable, relating
to the reports prepared by such parties, or the Collateral (collectively, “Inquiries”), and (ii) Privileged Persons
may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
for the Servicer or the Collateral Manager, the Trustee shall forward the Inquiry to the appropriate person, in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Trustee, the Servicer
or the Collateral Manager, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Servicer or the Collateral Manager shall be by email to the Trustee. The Trustee 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 Trustee’s Website. If the Trustee, the Servicer or the Collateral Manager 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 Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Loan Documents or this
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Trustee, the Servicer or the Collateral Manager, as applicable, or (v) answering any Inquiry is otherwise, for any reason,
not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Collateral Manager,
shall promptly notify the Trustee. The Trustee shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not
be deemed to be answers from any of the Issuer, the Co-Issuer, the Placement Agents, or any of their respective Affiliates. None
of the Issuer, the Co-Issuer, the Placement Agents, or any of their respective Affiliates will certify to any of the information
posted on the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such
information. The Trustee shall not be required to post to the Trustee’s Website any Inquiry or answer thereto that the Trustee
determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions,
answers and other communications that are not submitted via the Trustee’s Website.


 


                    (d)
The Trustee shall make available to any Noteholder and Beneficial Owners, the Investor Registry. The “Investor Registry”
shall be a voluntary service available on the Trustee’s Website, where Noteholders and Beneficial Owners can register and
thereafter obtain information with respect to any other Note holder or Beneficial Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a)


 







    	-146-



    	 



    

it
is a Note holder or a Beneficial Owner and (b) it grants authorization to the Trustee 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. 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, phone, and Class(es) of Notes owned.
If any Note holder or Beneficial Owner notifies the Trustee that it wishes to be removed from the Investor Registry (which notice
may not be within 45 days of its registration), the Trustee shall promptly remove it from the Investor Registry. The Trustee will
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 Trustee may require acceptance of a waiver and disclaimer for access
to the Investor Registry.


 


                    (e)
Certain information concerning the Collateral and the Notes, including the Monthly Reports and supplemental notices, shall be
provided by the Trustee to certain market data providers appointed by the Collateral Manager upon receipt by the Trustee from
such persons of a certification in the form of Exhibit D hereto, which certification may be submitted electronically via
the Trustee’s Website following authorization and direction by the Collateral Manager.


 


                    (f)
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.com, specifically with a subject reference of “DivCore CLO
2013-1, 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:


	 	 
	 	         (i) any summary of oral communications
    with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section 14.13; provided that
    the summary of such oral communications shall not disclose which Rating Agency the communication was with;
	 	 
	 	         (ii) any amendment to this Indenture
    pursuant to Article VIII; and
	 	 
	 	         (iii) the “Rating Agency Q&A
    Forum and Servicer Document Request Tool” pursuant to Section 10.12(g).


 


                    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. Information will be posted on the same Business Day of receipt provided that
such information is received by 12:00 p.m. (eastern time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5
Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being
delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the website.
The 17g-5 Information Provider (and the Trustee) has not obtained and shall not be deemed to have obtained actual knowledge of
any information posted


 







    	-147-



    	 



    

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


 


                    The
17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO 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 such website. In
connection with providing access to the 17g-5 Website, the 17g-5 Information Provider may require registration and the acceptance
of a disclaimer. The 17g-5 Information Provider 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. The 17g-5 Information Provider shall not be liable for making any
information available to the NRSROs unless same was delivered to it at its email address set forth above, with the proper subject
heading. Assistance in using the 17g-5 Website can be obtained by calling 866-846-4526 or may be directed to 17g5informationprovider@wellsfargo.com.


 


                    (g)
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 internet website, where NRSROs may (i) submit inquiries to the Trustee relating
to the Monthly Report, (ii) submit inquiries to the CLO Servicer or the Collateral Manager relating to reports, or the Collateral,
(iii) submit requests for loan-level reports and information, and (iv) view previously submitted inquiries and related answers
or reports, as the case may be. The Trustee, the CLO Servicer or the Collateral Manager, 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
or the Mortgage Loan Management Standard, as applicable, the Indenture, the Servicing Agreement, 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 the Indenture, the Servicing Agreement, or the Collateral
Management Agreement, as applicable. In the event that any of the Trustee, the CLO Servicer or the Collateral Manager 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
10.13 Release of Mortgage Loans; 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 behalf of the Issuer) may direct the Trustee to release such Pledged Mortgage Loan from the lien of this Indenture, by Issuer
Order delivered to the Trustee at least two Business Days prior to the settlement date for any sale of a Pledged Mortgage Loan
certifying that (i) it has sold such Pledged Mortgage Loan pursuant to and in compliance with Article 12 or (ii) in the
case of a redemption pursuant to Section 9.1, the proceeds from any such sale of Mortgage Loans are sufficient to redeem
the Notes pursuant to Section 9.1, and, upon receipt of such Issuer Order, the Trustee shall deliver any such Pledged Mortgage
Loan, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested
in the Issuer Order, or, if such Pledged Mortgage Loan 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 Trustee may deliver any such Pledged Mortgage Loan in physical form for examination (prior to receipt of the sales proceeds)
in accordance with street delivery custom. The Trustee shall (i) deliver any agreements and other documents in its possession
relating to such Pledged Mortgage Loan and (ii) 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, by Issuer Order, delivered to the Trustee at least three Business
Days prior to the date set for redemption or payment in full of a Pledged Mortgage Loan, certifying that such Pledged Mortgage
Loan is being paid in full, direct the Trustee, or at the Trustee’s instructions, the Custodian, to deliver such Pledged
Mortgage Loan and the related Mortgage Loan File therefor on or before the date set for redemption or payment, in each case against
receipt of the applicable redemption price or payment in full thereof.


 


                    (c)
With respect to any Mortgage Loan subject to a workout or restructure, the Issuer (or the Collateral Manager on behalf of the
Issuer) may, by Issuer Order delivered to the Trustee at least two Business Days prior to the date set for an exchange, tender
or sale, certifying that a Mortgage Loan is subject to a workout or restructuring and setting forth in reasonable detail the procedure
for response thereto, direct the Trustee or at the Trustee’s instructions, the Custodial Securities Intermediary, to deliver
any Collateral in accordance with such Issuer Order, in each case against receipt of payment therefor.


 


                    (d)
The Trustee shall deposit any proceeds received by it from the disposition of a Pledged Mortgage Loan in the Principal Collection
Account unless simultaneously applied to the purchase of Reinvestment Mortgage Loans, subject to the Reinvestment Criteria, or
Eligible Investments under and in accordance with the requirements of Article 12 and this Article 10. Neither the
Trustee nor the Custodial 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 at such time as 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)
In the case of any modification or amendment that results in the release of the related Mortgage Loan, notwithstanding anything
to the contrary in Section 5.5(a), the Trustee shall release of the related Mortgage Loan and the related Mortgage Loan
File from the lien of this Indenture upon the written instruction of the CLO Servicer in accordance with the Servicing Agreement.
In the absence of such instruction from the CLO Servicer, the Trustee shall have no obligation to take any such action. Neither
the Issuer nor the Collateral Manager, or the CLO Servicer on behalf of the Issuer, shall be permitted to (i) extend the maturity
date of a Mortgage Loan that is not in default beyond the extension terms provided in Loan Documents, if the Principal Balance
of such Mortgage Loan, together with the aggregate Principal Balance of all other Mortgage Loans as to which a maturity extension
had been granted prior to default exceeds $150,000,000 and (ii) to extend the maturity date of any Mortgage Loan to a date that
is beyond the Stated Maturity Date of the Notes.


 


                    Section
10.14 Reports by Independent Accountants.


 


                    (a)
On or about the Closing Date, the Issuer shall appoint a firm of Independent certified public accountants of recognized national
reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Indenture.
The Collateral Manager, on behalf of the Issuer, shall have the right to remove such firm or any successor firm. Upon any resignation
by or removal of such firm, the Collateral Manager, on behalf of the Issuer, shall promptly appoint, by Issuer Order delivered
to the Trustee, a successor thereto that shall also be a firm of Independent certified public accountants of recognized national
reputation. If the Collateral Manager, on behalf of the Issuer, shall fail to appoint a successor to a firm of Independent certified
public accountants which has resigned or been removed, within 30 days after such resignation or removal, the Issuer shall promptly
notify the Trustee of such failure in writing. If the Collateral Manager, on behalf of the Issuer, shall not have appointed a
successor within ten days thereafter, the Trustee shall promptly appoint a successor firm of Independent certified public accountants
of recognized national reputation and the Collateral Manager shall be responsible for the execution of any engagement letter or
agreement as may be required by such firm. The fees of such Independent certified public accountants and its successor shall be
payable by the Issuer as provided in the Priority of Payments.


 


                    (b)
Within 60 days after December 31 of each year (commencing with December 31, 2013), the Issuer shall cause to be delivered to the
Trustee and the Collateral Manager an Accountants’ Report specifying the procedures applied and the associated findings
with respect to the Monthly Reports and any Redemption Date Statements prepared in the year ending on such date. If at any time
a successor firm of Independent certified public accountants is appointed, prior to the Payment Date following the date of such
appointment), the Issuer shall deliver to the Trustee a draft of an (or form of) Accountant’s Report specifying in advance
the procedures that such firm will be applying in making the aforementioned findings throughout the term of its service as accountants
to the Issuer. The Trustee shall promptly forward a copy of such draft of an (or form of) Accountant’s Report to the Collateral
Manager.


 







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                    Section
10.15 Certain Procedures.


 


                    (a)
For so long as the Notes may be transferred only in accordance with Rule 144A or another exemption from registration under the
Securities Act, the Issuer (or the Collateral Manager on behalf of the Issuer) will ensure that any Bloomberg screen containing
information about the Rule 144A Global Securities includes the following (or similar) language:


	 	 
	 	         (i) the “Note Box” on the
    bottom of the “Security Display” page describing the Rule 144A Global Securities will state: “Iss’d
    Under 144A”;
	 	 
	 	         (ii) the “Security Display”
    page will have the flashing red indicator “See Other Available Information”; and
	 	 
	 	         (iii) the indicator will link to the
    “Additional Security Information” page, which will state that the Notes “are being offered in reliance on
    the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as
    defined in Rule 144A under the Securities Act).


 


                    (b)
For so long as the Rule 144A Global Securities are registered in the name of DTC or its nominee, the Issuer (or the Collateral
Manager on behalf of the Issuer) will instruct DTC to take these or similar steps with respect to the Rule 144A Global Securities:


	 	 
	 	        (i)
    the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales are limited to QIBs;
    and
	 	 
	 	        (ii)
    where the DTC deliver order ticket sent to purchasers by DTC after settlement is physical, it will have the 20-character security
    descriptor printed on it.


 


                    Section
10.16 Quarterly Conference Calls with the Collateral Manager.


 


                    Each
Noteholder (who has submitted an Investor Certification) shall have the right to conference calls on a quarterly basis with the
Collateral Manager upon reasonable notice and at times reasonably acceptable to the Collateral Manager, in which the status of
the Mortgage Loans and activities with respect to the underlying mortgaged properties may be discussed.


 


ARTICLE
11


 


APPLICATION
OF AMOUNTS


 


                    Section
11.1 Disbursements of Amounts from Payment Account.


 


                    (a)
Notwithstanding any other provision in this Indenture, but subject to the other subsections of this Section 11.1 hereof,
on each Payment Date, the Trustee shall disburse amounts transferred to the Payment Account from the Interest Collection Account
and the Principal Collection Account pursuant to Section 10.2 hereof in accordance with the following priorities (the “Priority
of Payments”):


 







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	 	          (i)
    Interest Proceeds. On each Payment Date that is not a Redemption Date or a Payment Date following an acceleration of
    the Notes as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related
    Due Period shall be distributed in the following order of priority:


 


	 	          (1)
    to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;
	 	 
	 	          (2)
    (a) first, to the extent not previously reimbursed, to the Backup Advancing Agent or the Advancing Agent, in that order,
    the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party and (b) second, to the Backup
    Advancing Agent and the Advancing Agent, in that order, (i) to the extent due and payable to such party, Reimbursement Interest
    and (ii) reimbursement of any outstanding Interest Advances not (in the case of this clause (ii)) to exceed the amount that
    would result in an Interest Shortfall with respect to such Payment Date;
	 	 
	 	          (3)
    (a) first, to the payment to the Trustee of the accrued and unpaid fees in respect of its services equal to U.S.$3,500
    per month, (b) second, to the payment of other accrued and unpaid Company Administrative Expenses of the Trustee, the
    Custodial Securities Intermediary, the Paying Agent, the Preferred Shares Paying Agent and the Calculation Agent, up to a
    cap of $225,000 per annum, (c) third, to the CLO Servicer for payment of the Servicing Fee under the Servicing
    Agreement (but only to the extent such fees were not previously retained by the CLO Servicer out of amounts collected in respect
    of the Mortgage Loans in accordance with the terms of the Servicing Agreement) and (d) fourth, to the payment of any
    other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) above (including
    such amounts paid since the previous Payment Date from the Expense Account) not to exceed U.S.$125,000 per annum;
	 	 
	 	          (4)
    to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fees (but only in the event
    that DivCore Subordinate Debt Club I Advisors, LLC or an affiliate thereof is not acting as Collateral Manager);
	 	 
	 	          (5)
    to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
	 	 
	 	          (6)
    if any of the Class A Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the
    payment of principal on the Class A Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or,
    if sooner, until the Class A Notes have been paid in full;
	 	 
	 	          (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 B Capitalized Interest (if any);


 







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	 	          (9)
    if either of the Class B Coverage Tests are not satisfied as of the Determination Date relating to such Payment Date, to the
    payment of principal of each Class of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B
    Notes to the extent necessary to cause each of the Coverage Tests to be satisfied or, if sooner, until the Class A Notes and
    Class B Notes have been paid in full;
	 	 
	 	          (10)
    on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class
    of Notes, (i) first, to the Class A Notes and (ii) second, to the Class B Notes, in each case until the rating
    assigned on the Closing Date to each Class of Notes has been reinstated or such Class has been paid in full;
	 	 
	 	          (11)
    to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;
	 	 
	 	          (12)
    upon direction of the Collateral Manager, for deposit into the Expense Account in an amount not to exceed U.S.$50,000 in respect
    of such Payment Date;
	 	 
	 	          (13)
    beginning with the Payment Date occurring in December 2017, to the payment of principal, first, on the Class A Notes
    and (ii) second, on the Class B Notes, until the Class A Notes and the Class B Notes have been paid in full;
	 	 
	 	          (14)
    any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer)
    to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder
    of the Preferred Shares as payments of the Preferred Shares Distribution Amount 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 or a Payment Date following an acceleration
    of the Notes as a result of 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 (9) of Section 11.1(a)(i) in the same order of priority
    specified therein, without giving effect to any limitations on amounts payable set forth therein, but only to the extent not
    paid in full thereunder;
	 	 
	 	          (2)
    on the Payment Date following the Effective Date, to the payment of principal, in an amount equal to all amounts remaining
    in the Unused Proceeds Account as of the Effective Date, (i) first, to the Class A Notes and (ii) second, to
    the Class B Notes, in each case until such Class has been paid in full;
	 	 
	 	          (3)
    on each Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of Interest
    Proceeds pursuant to Section 11.1(a)(i)(10) is insufficient to cause the ratings assigned to each Class


 







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	 	of Notes to be reinstated
    or any affected Class to be paid in full, to the payment of principal (i) first, to the Class A Notes and (ii) second,
    to the Class B Notes, in each case until the rating assigned on the Closing Date to each Class of Notes has been reinstated
    or such Class has been paid in full;
	 	 
	 	          (4)
    during the Reinvestment Period, so long as the Issuer is permitted to purchase Reinvestment Mortgage Loans in accordance with
    Section 12.2, at the direction of the Collateral Manager, the amount designated by the Collateral Manager during the
    related Interest Accrual Period for payment of the purchase price of Reinvestment Mortgage Loans;
	 	 
	 	          (5)
    to the payment of principal of the Class A Notes until the Class A Notes have been paid in full;
	 	 
	 	          (6)
    to the payment of principal of the Class B Notes (including any Class B Capitalized Interest) until the Class B Notes have
    been paid in full;
	 	 
	 	          (7)
    to the payment of amounts referred to in clause (11) of Section 11.1(a)(i) in the same order of priority specified
    therein;
	 	 
	 	          (8)
    any remaining Principal Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer)
    to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holders
    of the Preferred Shares as payments of the Preferred Shares Distribution Amount subject to and in accordance with the provisions
    of the Preferred Share Paying Agency Agreement.


 


	 	          (iii)
    Redemption Dates During Events of Default. On any Redemption Date or a Payment Date following the occurrence and continuation
    of an acceleration of the Notes as result of an Event of Default, Interest Proceeds and Principal Proceeds with respect to
    the related Due Period will be distributed in the following order of priority:


 


	 	          (1)
    to the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same order of priority specified
    therein, but without giving effect to any limitations on amounts payable set forth therein;
	 	 
	 	          (2)
    to the payment of any out-of-pocket fees and expenses of the Issuer 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;
	 	 
	 	          (3)
    to the payment of the Class A Interest Distribution Amount, plus, any Class A Defaulted Interest Amount;
	 	 
	 	          (4)
    to the payment in full of principal of the Class A Notes;


 







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	 	          (5)
    to the payment of the Class B Interest Distribution Amount, plus, any Class B Defaulted Interest Amount;
	 	 
	 	          (6)
    to the payment in full of principal of the Class B Notes (including any Class B Capitalized Interest); and
	 	 
	 	          (7)
    any remaining Principal Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer)
    to the Preferred Shares Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the holder
    of the Preferred Shares as payments of the Preferred Shares Distribution Amount 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 10.2(e), remit or cause
to be remitted to the Trustee 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 lettered clause of Section 11.1(a)(i), Section 11.1(a)(ii)
or Section 11.1(a)(iii), the Trustee shall make the disbursements called for by such clause ratably in accordance with
the respective amounts of such disbursements then due and payable to the extent funds are available therefor.


 


               (d)
In the event that Interest Proceeds or Principal Proceeds on any Payment Date are to be applied to the payment of principal of
or interest on any Class of Notes pursuant to Section 11.1(a)(i), Section 11.1(a)(ii) or Section 11.1(a)(iii),
such payments will be made to Noteholders of each applicable Class, as to each such Section, pro rata based on the amounts
thereof then due and payable.


 


               (e)
In connection with any required payment by the Issuer to the CLO Servicer pursuant to the Servicing Agreement of any amount scheduled
to be paid from time to time between Payment Dates from amounts received with respect to the Mortgage Loans, such amounts shall
be distributed to the CLO Servicer pursuant to the terms of the Servicing Agreement.


 


               Section
11.2 Securities Accounts.


 


               All
amounts held by, or deposited with the Trustee in the Collection Accounts, the Payment Account, the Expense Account, the Unused
Proceeds Account or the Future Funding Reserve Account pursuant to the provisions of this Indenture, and not invested in Eligible
Investments as herein provided, shall be credited one or more securities accounts established and maintained pursuant to the Securities
Account Control Agreement at the Corporate Trust Office of the Trustee, in its capacity as Custodial Securities Intermediary or
at another financial institution whose long-term rating is at least equal to, “A2” by Moody’s and agrees to
act as a Securities Intermediary on behalf of the Trustee on behalf of the Secured Parties pursuant to an account control agreement
in form and substance similar to the Securities Account Control


 







    	-155-



    	 



    

Agreement.
To the extent amounts deposited in such trust account exceed amounts insured by the Bank Insurance Fund or Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation, or any agencies succeeding to the insurance functions
thereof, and are not fully collateralized by direct obligations of the United States of America, such excess shall be invested
in Eligible Investments as directed by Issuer Order.


 


ARTICLE
12


 


SALE
OF MORTGAGE LOANS


 


                    Section
12.1 Sales of Mortgage Loans.


 


                    (a)
Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Mortgage
Loan. The Collateral Manager, on behalf of the Issuer, acting pursuant to the Collateral Management Agreement may direct the Servicer
on behalf of the Trustee in writing to sell:


	 	 
	 	         (i)
    any Defaulted Mortgage Loan at any time;
	 	 
	 	         (ii)
    a Buy/Sell Interest at any time; and
	 	 
	 	         (iii)
    so long as the Class A Majority Holder Approval has been obtained from each Class A Majority Holder, any Credit Risk Mortgage
    Loan. The Trustee shall sell any Mortgage Loan in any sale permitted pursuant to this Section 12.1(a), as directed
    by the Collateral Manager.


 


                    (b)
In addition with respect to any Defaulted Mortgage Loan or Credit Risk Mortgage Loan permitted to be sold pursuant to Section
12.1(a), the Collateral Manager may, on behalf of the Issuer, dispose of such Defaulted Mortgage Loan or Credit Risk Mortgage
Loan by purchasing or causing its affiliate to purchase (x) such Credit Risk Mortgage Loan or Defaulted Mortgage Loan from the
Issuer for a cash purchase price that will be equal to the sum of (i) the Principal Balance thereof plus (ii) all accrued and
unpaid interest thereon (such purchase, a “Credit Risk/Defaulted Mortgage Loan Cash Purchase”).


 


                    If
a Mortgage Loan that is a Defaulted Mortgage Loan is not sold by the Issuer (at the direction of the Collateral Manager) within
three years of such Mortgage Loan becoming a Defaulted Mortgage Loan, the Collateral Manager, on behalf of the Issuer, will use
its commercially reasonable efforts to sell such Mortgage Loan as soon as commercially practicable thereafter.


 


                    (c)
After the Issuer has notified the Trustee of an Optional Redemption, a Clean-Up Call or a Tax Redemption in accordance with Section
9.1, the Collateral Manager, on behalf of the Issuer, and acting pursuant to the Collateral Management Agreement, may at any
time sell any Mortgage Loan without regard to the foregoing limitations in Section 12.1(a); provided that:


 







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	 	          (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 such Mortgage Loan pursuant to Section 10.13;
	 	 
	 	          (ii)
    the Issuer may not direct the Collateral Manager to sell (and the Collateral Manager shall not be required to release) a Mortgage
    Loan pursuant to this Section 12.1(b) unless:


 


	 	          (1)
    the Collateral Manager certifies to the Trustee that, in the Collateral Manager’s reasonable business judgment based
    on calculations included in the certification (which shall include the sales prices of the Mortgage Loans), the Sale Proceeds
    from the sale of one or more of the Mortgage Loans 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 10.14 shall recalculate the calculations made
    in clause (1) above and prepare an agreed-upon procedures report.


 


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


 


            (d)
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
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 (a “Note Liquidation Event”)
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 Mortgage Loans sufficient to pay the remaining principal amount of and interest on the Notes on or before the Stated
Maturity Date. The Mortgage Loans to be liquidated by the Issuer will be selected by the Collateral Manager.


 


            (e)
Notwithstanding anything herein to the contrary, (a) in the event that a “buy/sell” arrangement has been initiated
with respect to a Buy/Sell Interest, or (b) a Mortgage Loan is subject to a workout and, in either case, the Collateral Manager
determines in accordance with the Mortgage Loan Management Standard that the sale of any such Mortgage Loan is in the best interest
of the Noteholders, the Collateral Manager may, on behalf of the Issuer, sell such Mortgage Loan in accordance with the terms
of the related Loan Documents.


 


            (f)
[Reserved].


 


            (g)
Notwithstanding anything herein to the contrary, to the extent the Collateral Manager deems necessary or advisable in accordance
with the Mortgage Loan Management Standard, the Issuer may, at the direction of the Collateral Manager, assign its right


 







    	-157-



    	 



    

to
purchase under a “buy/sell” arrangement in respect of a Mortgage Loan to the Holder of the Preferred Shares or any
Affiliate thereof.


 


                    Section
12.2 Reinvestment Mortgage Loans.


 


                    (a)
Except as provided in Section 12.3(c), during the Reinvestment Period (or within 60 days after the end of the Reinvestment
Period with respect to reinvestments made pursuant to binding commitments to purchase entered into during the Reinvestment Period),
Principal Proceeds received may, but are not required to, be reinvested in Reinvestment Mortgage Loans (which shall be, and hereby
are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of this Indenture) that satisfy the
applicable Eligibility Criteria and the following additional criteria (the “Reinvestment Criteria”), as evidenced
by an Officer’s Certificate of the Collateral Manager on behalf of the Issuer substantially in the form of Exhibit I
hereto delivered to the Trustee, as of the date of the commitment to purchase such Reinvestment Mortgage Loans:


	 	 
	 	         (i)
    the Coverage Tests are satisfied;
	 	 
	 	         (ii)
    no Event of Default has occurred and is continuing; and
	 	 
	 	         (iii)
    the Class A Majority Holders shall not have disapproved of such purchase (which for this purpose shall mean that not all of
    the Class A Majority Holders have exercised their Class A Disapproval Right).


 


                    The
acquisition by the Issuer of the Reinvestment Mortgage Loans, and the remittance by the Trustee of the related Principal Proceeds
from the Collection Account shall be conditioned upon (i) receipt by the Trustee of the Officer’s Certificate of the Collateral
Manager substantially in the form of Exhibit I hereto confirming satisfaction of the Eligibility Criteria and Reinvestment
Criteria and (2) confirmation by the Custodian that each original mortgage note with respect to each related Reinvestment Mortgage
Loan has been delivered to the Custodian for the benefit of the Trustee.


 


                    (b)
Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments,
pending investment in Reinvestment Mortgage Loans and (ii) if an Event of Default shall have occurred and be continuing, no Reinvestment
Mortgage Loan 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 Parent REIT holds 100% of the Preferred Shares, it may contribute
additional Cash and/or Mortgage Loans to the Issuer so long as any such Mortgage Loans satisfy the Eligibility Criteria at the
time of such contribution. Cash contributed to the Issuer by the Parent REIT (whether before or after the Reinvestment Period)
may be reinvested by the Issuer in Reinvestment Mortgage Loans in accordance with the requirements set forth in Section 12.2(a).


 







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                    Section
12.3 Conditions Applicable to all Transactions Involving Sale or Grant.


 


                    (a)
Any transaction effected after the Closing Date under this Article 12 or Section 10.13 shall be conducted in accordance
with the requirements of the Collateral Management Agreement; provided that (1) the Collateral Manager shall not, on behalf
of the Trustee acquire any Reinvestment Mortgage Loan for inclusion in the Collateral from the Collateral Manager or any of its
Affiliates as principal or to sell any Mortgage Loan 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 acquire any Reinvestment Mortgage Loan for inclusion in the Collateral from any account or portfolio for which the Collateral
Manager serves as investment adviser or sell any Mortgage Loan to any account or portfolio for which the Collateral Manager serves
as investment adviser unless such transactions comply with the Collateral Management Agreement and Section 206(3) of the Advisers
Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties.


 


                    (b)
Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral shall
be Granted to the Trustee pursuant to this Indenture and the Trustee shall receive such Collateral. The Trustee also shall receive,
not later than the date of delivery of any Mortgage Loan delivered after the Closing Date, and as a condition to the Trustee’s
release of funds from the applicable Account, an Officer’s Certificate of the Collateral Manager in the form of Exhibit
I hereto, certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted
by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine
such compliance).


 


                    (c)
Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c),
have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate
Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).


 


                    Section
12.4 Modifications to Moody’s Tests.


 


                    In
the event Moody’s modifies the definitions or calculations relating to any of the Eligibility Criteria or either of the
Coverage Tests (each, a “Moody’s Test Modification”), in any case in order to correspond with published
changes in the guidelines, methodology or standards established by Moody’s, 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) the Rating Agency Condition is satisfied and (y) 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 Moody’s 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, (ii)


 







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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.


 


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 of the Class B Notes agree
for the benefit of the Holders of the Class A Notes that the Class B Notes (the “Subordinate Interests”) shall
be subordinate and junior to the Class A Notes to the extent and in the manner set forth in Article XI of this Indenture.
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 the Class B Notes, to the extent and in the
manner provided in Section 11.1(a)(iii).


 


                    (b)
In the event that notwithstanding the provisions of this Indenture, any holder of any Subordinate Interests shall have received
any payment or distribution in respect of such Subordinate Interests contrary to the provisions of this Indenture, then, unless
and until all accrued and unpaid interest on and outstanding principal of the Class A Notes has 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 Trustee, which shall pay and deliver the same to the Holders of the Class A Notes in accordance
with this Indenture.


 


                    (c)
Each Holder of Class A Notes agrees with the Trustee on behalf of the Secured Parties that such Holder shall not demand, accept,
or receive any payment or distribution in respect of the Class A Notes in violation of the provisions of this Indenture including
this Section 13.1. Nothing in this Section 13.1 shall affect the obligation of the Issuer to pay Holders of the
Class A Notes any amounts due and payable hereunder.


 


                    (d)
Each Holder of Subordinate Interests agrees with the Trustee on behalf of the Secured Parties that such Holder of Subordinate
Interests shall not demand, accept, or receive any payment or distribution in respect of such Subordinate Interests in violation
of the provisions of this Indenture including this Section 13.1; provided, however, that after all
accrued and unpaid interest on, and principal of, the Class A Notes have been paid in full, the Holders of Subordinate Interests
shall be fully subrogated to the rights of the Holders of the Class A Notes. Nothing in this Section 13.1 shall affect
the obligation of the Issuer to pay Holders of Subordinate Interests any amounts due and payable hereunder.


 


                    (e)
The Holders of each Class of Notes agree, for the benefit of all Holders of each Class of Notes, not to cause the filing of a
petition in bankruptcy against the Issuer, the Co-Issuer or any Permitted Subsidiary until the payment in full of the Notes and
not before one year


 







    	-160-



    	 



    

and
a day, or if longer, the applicable preference period then in effect, has elapsed since such payment.


 


                    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.


 


                    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 Collateral Manager 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 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 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(e).


 


                    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, 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 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
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 maintained with respect to the Preferred Shares. Notwithstanding the foregoing,
the Trustee 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 Preferred Shares Paying Agent,
the Share Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of such action is made upon such
Security.


 







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                    Section
14.3 Notices, etc., to the Trustee, the Issuer, the Co-Issuer, the Advancing Agent, the Collateral Manager, the Placement Agent
and the Rating Agency.


 


                    Any
request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other documents provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with:


 


                    (a)
the Trustee by any Securityholder or by the Issuer or the Co-Issuer shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier
service guaranteeing next day delivery or by facsimile in legible form, to the Trustee addressed to it at its Corporate Trust
Office, or at any other address previously furnished in writing to the Issuer, the Co-Issuer or Securityholders by the Trustee;


 


                    (b)
the Issuer by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile
in legible form, to the Issuer addressed to it at DivCore CLO 2013-1, Ltd. at c/o Appleby Trust (Cayman) Ltd., Clifton House,
75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands, Attention: The Directors, or at any other address previously
furnished in writing to the Trustee by the Issuer, with a copy to the Collateral Manager at its address set forth below;


 


                    (c)
the Co-Issuer by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or
by facsimile in legible form, to the Co-Issuer addressed to it in c/o Puglisi & Associates, 850 Library Avenue, Suite 204,
Newark, Delaware 19711, Attention: Donald J. Puglisi, facsimile number: (302) 738-7210, or at any other address previously furnished
in writing to the Trustee by the Co-Issuer, with a copy to the Collateral Manager at its address set forth below;


 


                    (d)
the Advancing Agent by the Trustee, the Issuer or the Co-Issuer shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service
or by facsimile in legible form, to the Advancing Agent addressed to it at Situs Asset Management LLC, 4665 Southwest Freeway,
Houston, Texas 77027, Attention: Christopher Hyatt, Managing Director, or at any other address previously furnished in writing
to the Trustee and the Co-Issuers, with a copy to the Collateral Manager at its address set forth below.


 


                    (e)
the Preferred Shares Paying Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next
day delivery or by facsimile in legible form, to the Preferred Shares Paying Agent addressed to it at its Corporate Trust Office
or at any other address previously furnished in writing by the Trustee;


 


                    (f)
the Collateral Manager by the Issuer, the Co-Issuer or the Trustee shall be sufficient for every purpose hereunder if in writing
and mailed, first class postage prepaid, hand


 







    	-163-



    	 



    

delivered,
sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at DivCore Subordinate
Debt Club I Advisors, LLC, 80 Field Point Road, Greenwich, Connecticut 06830, Attention: Jordan Bock, or at any other address
previously furnished in writing to the Issuer, the Co-Issuer or the Trustee;


 


                    (g)
the Rating Agency, as applicable, by the Issuer, the Co-Issuer, the Collateral Manager or the Trustee shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand
delivered, sent by overnight courier service or by facsimile in legible form, to the Rating Agency addressed to it at Moody’s
Investor Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: CMBS Surveillance (or
by electronic mail at moodys_cre_cdo_monitoring@moodys.com) or such other address that a 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 Agency
(“17g-5 Information”) shall be given in accordance with, and subject to, the provisions of Section 14.13
hereof; and


 


                    (h)
the Placement Agent by the Issuer, the Co-Issuer, the Trustee or the Collateral Manager shall be sufficient for every purpose
hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile
in legible form to the Placement Agent at Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: Mark Green,
Telephone: (212) 336-7074, email: mgreen@jefferies.com.


 


                    Section
14.4 Notices to Noteholders; Waiver.


 


                    Except
as otherwise expressly provided herein, where this Indenture 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 Shares Paying Agent.


 


                    The
Trustee shall deliver to the Holders of the Notes any information or notice 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


 







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Holders
of Notes shall be made with the approval of the Trustee and shall constitute sufficient notification to such Holders of Notes
for every purpose hereunder.


 


                    Where
this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders
shall be filed with the Trustee 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 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 Collateral Manager, the Preferred Shareholders, the Preferred Shares Paying Agent, the
Share Registrar and the Noteholders (each of whom, in the case of this clause (ii), 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.


 


                    THIS
INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 







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                    Section
14.10 Submission to Jurisdiction.


 


                    Each
of the Issuer and the Co-Issuer hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal
court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the
Notes or this Indenture, and each of the Issuer and the Co-Issuer hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State or federal court. Each of the Issuer and the Co-Issuer
hereby irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding. Each of the Issuer and the Co-Issuer irrevocably consents to the service of any and all process
in any action or proceeding by the mailing or delivery of copies of such process to it at the office of the Issuer’s and
the Co-Issuer’s agent set forth in Section 7.2. Each of the Issuer and the Co-Issuer agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.


 


                    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.


 


                    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 assets of the Co-Issuer or the
Issuer, respectively.


 


                    Section
14.13 17g-5 Information.


 


                    (a)
The parties hereto agree that all 17g-5 Information provided to the Rating Agency, or any of its officers, directors or employees,
to be given or provided to the Rating Agency pursuant to, in connection with or related, directly or indirectly, to this Indenture,
any other Transaction Document, the Collateral or the Notes, shall be in each case furnished directly to the Rating Agency at
the address set forth in clause Section 14.3(h) with a prior electronic copy to the 17g-5 Information Provider (for posting
to the 17g-5 Website in accordance with Section 10.12). The Co-Issuers also shall furnish such other information regarding
the Co-Issuers or the Collateral as may be reasonably requested by the Rating Agency to the extent such party has or can obtain
such information without unreasonable effort or expense. Notwithstanding the foregoing, the failure to deliver such notices or
copies shall not constitute an


 







    	-166-



    	 



    

Event
of Default under this Indenture. Any confirmation of the rating by the Rating Agency required hereunder shall be in writing. For
the avoidance of doubt, such information under this Section 14.13 shall not include any Accountants’ Reports.


 


                    (b)
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
Agency, all 17g-5 Information.


 


                    (c)
To the extent any of the Co-Issuers, the Trustee or the Collateral Manager are engaged in oral communications with the Rating
Agency, for the purposes of determining the initial credit rating of the Notes or credit rating surveillance of the Notes, the
party communicating with the Rating Agency shall cause such oral communication to either be (x) recorded and an audio file containing
the recording to be promptly delivered to the 17g-5 Information Provider for posting to the 17g-5 Website or (y) summarized in
writing and the summary to be promptly delivered to the 17g-5 Information Provider for posting to the 17g-5 Website.


 


                    (d)
Notwithstanding the requirements herein, the Trustee shall have no obligation to engage in or respond to any oral communications,
for the purposes of determining the initial credit rating of the Notes or undertaking credit rating surveillance of the Notes,
with the Rating Agency or any of their respective officers, directors or employees.


 


                    (e)
Notwithstanding anything to the contrary in this Indenture, a breach of this Section 14.13 shall not constitute a Default
or Event of Default.


 


                    Section
14.14 Rating Agency Condition.


 


                    Any
request for satisfaction of the Rating Agency Condition made by the Issuer, Co-Issuer or Trustee, as applicable, 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 Agency to process such request.
Such written request for satisfaction of the Rating Agency Condition shall be provided in electronic format to the Information
Provider for posting on the 17g-5 Website in accordance with Section 10.12 hereof and after receiving actual knowledge
of such posting (which may be in the form of an automatic email notification of posting delivered by the 17g-5 Website to such
party), the Requesting Party shall send the request for satisfaction of such Condition to the Rating Agency in accordance with
the instructions for notices set forth in Section 14.3(h) hereof.


 







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ARTICLE
15


 


ASSIGNMENT
OF MORTGAGE LOAN PURCHASE AGREEMENTS AND

COLLATERAL MANAGEMENT AGREEMENT


 


                    Section
15.1 Assignment of Mortgage Loan Purchase Agreements and the Collateral Management Agreement.


 


                    (a)
The Issuer, in furtherance of the covenants of this Indenture and as security for the Notes and amounts payable to the Secured
Parties hereunder and the performance and observance of the provisions hereof, hereby collaterally assigns, transfers, conveys
and sets over to the Trustee, for the benefit of the Noteholders, all of the Issuer’s estate, right, title and interest
in, to and under each Mortgage Loan Purchase Agreement (now or hereafter entered into) and the Collateral Management Agreement
(each, 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 a Seller or the 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 Trustee hereby grants the Issuer a license to exercise all of the Issuer’s rights pursuant
to the Article 15 Agreements without notice to or the consent of the Trustee (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 Agreements, nor shall any of the obligations
contained in each of the Article 15 Agreements 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 Agreements 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 any of the Article 15 Agreements other than this collateral assignment.


 


                    (e)
The Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment
or make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute
all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may
specify.


 







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        (f)
The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sellers and the Collateral Manager,
as applicable, in the Mortgage Loan Purchase Agreements and the Collateral Management Agreement, as applicable, to the following:


	 	 
	 	          (i)
    each of the Sellers and the Collateral Manager consents to the provisions of this collateral assignment and agrees to perform
    any provisions of this Indenture made expressly applicable to each of the Sellers and the Collateral Manager pursuant to the
    applicable Article 15 Agreement;
	 	 
	 	          (ii)
    each of the Sellers and the Collateral Manager, as applicable, acknowledges that the Issuer is collaterally assigning all
    of its right, title and interest in, to and under the Mortgage Loan Purchase Agreement and the Collateral Management Agreement,
    as applicable, to the Trustee for the benefit of the Noteholders, and each of the Sellers and the Collateral Manager, as applicable,
    agrees that all of the representations, covenants and agreements made by each of the Sellers and the Collateral Manager, as
    applicable, in the applicable Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the Noteholders;
	 	 
	 	          (iii)
    each of the Sellers and the Collateral Manager, as applicable, 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, the Sellers or the Collateral Manager 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 Collateral Manager, as applicable, without notifying the Rating
    Agency and without the prior written consent and written confirmation of the Rating Agency 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


 







    	-169-



    	 



    

 


	 	          (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 DivCore Subordinate Debt Club I Advisors, LLC, 80 Field Point Road, Greenwich, Connecticut 06830, Attention: Jordan
    Bock. 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.


 


ARTICLE
16


 


CURE
RIGHTS; PURCHASE RIGHTS; REINVESTMENT MORTGAGE LOANS


 


                    Section
16.1 Reserved.


 


                    Section
16.2 Mortgage Loan Purchase Agreements.


 


                    Following
the Closing Date, unless a Mortgage Loan Purchase Agreement is necessary to comply with the provisions of this Indenture, the
Issuer may acquire Mortgage Loans 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 Mortgage Loan, all Loan Documents
with respect to each Mortgage Loan that govern, directly or indirectly, the rights and obligations of the owner of the Mortgage
Loan with respect to the Mortgage Loan and any certificate evidencing the Mortgage Loan.


 


                    Section
16.3 Representations and Warranties Related to Reinvestment Mortgage Loans.


 


                    (a)
Upon the acquisition of a Reinvestment Mortgage Loan by the Issuer, the related seller shall be required to make representations
and warranties substantially in the form attached as Exhibit H hereto.


 


                    (b)
The representations and warranties in Section 16.3(a) with respect to the acquisition of a Reinvestment Mortgage Loan may
be subject to any modification, limitation or qualification that the Collateral Manager determines to be reasonably acceptable
in accordance with the Mortgage Loan Management Standard; provided that the Collateral Manager will provide the 17g-5 Information
Provider and the Rating Agency with a report identifying each such affected representation or warranty and the modification, exception,
limitation or qualification received with respect to the acquisition of any Reinvestment Mortgage Loan during


 







    	-170-



    	 



    

the
period covered by the Monthly Report, which report may contain explanations by the Collateral Manager as to its determinations.


 


                    (c)
The Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain a covenant from the Person making any representation
or warranty to the Issuer pursuant to Section 16.3(a) that such Person shall repurchase the related Mortgage Loan 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 Mortgage Loan repurchased (the “Repurchase Price”) 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 Mortgage Loan, discounted based on the percentage amount of any discount that was applied when such Mortgage Loan
was purchased by the Issuer, plus (ii) accrued and unpaid interest on such Mortgage Loan, plus (iii) any unreimbursed
advances, plus (iv) accrued and unpaid interest on advances on the Mortgage Loan, 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 purchase by a seller).


 


                    Section
16.4 Operating Advisor.


 


                    If
the Issuer, as holder of a Senior 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.


 


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


 







    	-171-



    	 



    

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 Trustee’s obligations under Section 10.9, which obligations shall continue pursuant
to the terms of Section 10.9).


 


 


                    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 gross 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 gross negligence by the Advancing Agent in the performance of or negligent disregard of, obligations
or duties hereunder or any violation of any state or federal securities law.


 


                    Section
17.4 Representations and Warranties of the Advancing Agent.


 


                    The
Advancing Agent represents and warrants that:


 


                    (a)
the Advancing Agent (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Maryland,
(ii) has full power and authority to own the Advancing Agent’s assets and to transact the business in which it is currently
engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Advancing Agent’s
ownership or lease of property or the conduct of the Advancing Agent’s business requires, or the performance of this Indenture
would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse
effect on the business, operations, assets 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


 







    	-172-



    	 



    

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, assets or financial condition
of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under this Indenture;


 


                    (d)
no litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent that
would materially and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing
Agent to perform any of its obligations under this Indenture in accordance with the terms hereof; and


 


                    (e)
no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or
court or other person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been
duly made or obtained.


 


                    Section
17.5 Resignation and Removal; Appointment of Successor.


 


                    (a)
No resignation or removal of the Advancing Agent and no appointment of a successor Advancing Agent pursuant to this Article
17 shall become effective until the acceptance of appointment by the successor Advancing Agent under Section 17.6.


 


                    (b)
The Advancing Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Trustee, the Collateral
Manager, the Noteholders and the Rating Agency.


 


                    (c)
The Advancing Agent may be removed at any time by Act of at least 66-2/3% of the Preferred Shares upon written notice delivered
to the Trustee and to the Issuer and the Co-Issuer. In addition, in the event that the Advancing Agent is an Affiliate of the
Servicer, then any default by the Servicer shall be deemed a default by the Advancing Agent, and any removal, resignation or termination
of the Servicer shall automatically be a removal, resignation or termination of the Advancing Agent, as applicable.


 


                    (d)
If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, the Backup
Advancing Agent shall be required to make such Interest Advance. If the Advancing Agent fails to make a required Interest Advance


 







    	-173-



    	 



    

and
it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, the Trustee shall terminate such Advancing
Agent and replace such Advancing Agent with a successor advancing agent, subject to the satisfaction of the Rating Agency Condition.
So long as the Advancing Agent and the Servicer are the same party, termination and replacement of the Advancing Agent pursuant
to this Section 17.5(d) shall also result in the termination and replacement of the Servicer (but not the Special Servicer).


 


                    (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
Trustee and the Collateral Manager; 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 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 Agency
and to the Holders of the Notes as their names and addresses appear in the Notes Register.


 


                    Section
17.6 Acceptance of Appointment by Successor Advancing Agent.


 


                    (a)
Every successor Advancing Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Co-Issuer, the Collateral
Manager, the Trustee and the retiring Advancing Agent an instrument accepting such appointment. 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.


 


                    (b)
No appointment of a successor Advancing Agent shall become effective unless the Rating Agency has confirmed in writing that the
employment of such successor would not adversely affect the rating on the Notes.


 







    	-174-



    	 



    

 





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


	 	 	 	 	 
	 	 	DIVCORE CLO 2013-1, LTD., as Issuer
	 	 	 	 	 
	 	 	By:	
	 	 	 	Name:	George Bashforth
	 	 	 	Title:	Director


 


Indenture


 




    	 



    	 



    



	 	 	 	 	 
	 	 	DIVCORE CLO 2013-1, LLC, as Co-Issuer
	 	 	 	 	 
	 	 	By:	
	 	 	 	Name:	Donald J. Puglisi
	 	 	 	Title:	Independent Manager


 


Indenture


 




    	 



    	 



    


	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, solely as Trustee, Paying 

Agent, Calculation Agent, Transfer Agent, 

Custodial Securities Intermediary, Backup 

Advancing Agent and Notes Registrar and not 

in its individual capacity
	 	 	 	 	 
	 	 	By:	
	 	 	 	Name:	Amy Doyle
	 	 	 	Title:	Vice President


 


Indenture


 


    	 



    	 



    





	 	 	 	 	 
	 	 	SITUS ASSET MANAGEMENT LLC, as Advancing Agent
	 	 	 	 	 
	 	 	By:	
	 	 	 	Name:	Christopher Hyatt
	 	 	 	Title:	Managing Director


 


Indenture


 




    	 



    	 



    


 


Schedule A


 


Closing Date Mortgage Loans


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mortgage	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Loan	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	 	 	 	 	Ownership	 	Interest	 	Reference	 
	 	 	Name	 	Address	 	City	 	State	 	Zip	 	Interest	 	Rate	 	Rate	 
	1	 	The Launch at Hingham Shipyard	 	1, 2, 5, 6, 9, 15, 18, 19, 22, 23, 25 and 170 Shipyard Drive & 5 and 11 Essington Drive	 	Hingham	 	MA	 	02043	 	Fee Simple	 	6.30%	 	LIBOR	 
	2	 	211 East 43rd Street	 	211 East 43rd Street	 	New York	 	NY	 	10017	 	Leasehold	 	6.00%	 	LIBOR	 
	3	 	Bedford	 	158-160 N. 4th St., 151-173 N. 3rd St., 237-241 Bedford Ave.	 	Brooklyn	 	NY	 	11211	 	Fee Simple	 	7.58%	 	LIBOR	 
	4	 	Pacific MHP	 	80 Huntington Street	 	Huntington Beach	 	CA	 	92648	 	Fee Simple	 	7.00%	 	LIBOR	 
	5	 	Kings’ Shops	 	69-250 Waikoloa Beach Drive	 	Waikoloa	 	HI	 	96738	 	Fee Simple	 	6.20%	 	LIBOR	 
	6	 	Westgate Center	 	1933 Davis Street	 	San Leandro	 	CA	 	94577	 	Fee Simple	 	6.25%	 	LIBOR	 
	7	 	Sofitel LA	 	8555 Beverly Boulevard & 8501 West Beverly Boulevard	 	Los Angeles	 	CA	 	90048	 	Leasehold	 	6.75%	 	LIBOR	 
	8	 	Totem Lake Mall	 	12500, 12520-12624, 12541-12611 and 12632 120th Avenue NE & 11232, 12526-12636, 12604 and 12660 Totem Lake Boulevard	 	Kirkland	 	WA	 	98034	 	Fee Simple	 	6.75%	 	LIBOR	 
	9	 	Fairview Plaza	 	5940, 5950, 5960 and 5970 Fairview Road & 6010 Piedmont Row Drive South	 	Charlotte	 	NC	 	28210	 	Fee Simple	 	8.50%	 	LIBOR	 
	10	 	500 Broadway	 	500 Broadway	 	Santa Monica	 	CA	 	90401	 	Fee Simple	 	6.20%	 	LIBOR	 
	11	 	Telephone Building	 	1314 7th Street	 	Santa Monica	 	CA	 	90401	 	Fee Simple	 	7.25%	 	LIBOR	 
	12	 	Centinela Studios	 	3401 Exposition Boulevard	 	Santa Monica	 	CA	 	90404	 	Fee Simple	 	4.05%	 	LIBOR	 
	13	 	LES Multifamily Portfolio	 	210-214 Rivington Street & 99 Allen Street	 	New York	 	NY	 	10002	 	Fee Simple	 	5.75%	 	LIBOR	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Mezzanine	 	 	 	 	 	 	 	 	 	 	Fully
	 	 	 	 	Mortgage	 	Mortgage	 	Loan Cut-	 	 	Payment Date	 	Annual	 	Interest	 	Initial	 	Extended
	 	 	Mortgage Loan	 	Loan Cut-off	 	Loan	 	off	 	 	Business Day	 	Mortgage	 	Accrual	 	Maturity	 	Maturity
	 	 	Name	 	Balance	 	Margin	 	Balance	 	 	Convention	 	Loan	 	Method	 	Date	 	Date
	1	 	The Launch at Hingham Shipyard	 	$56,702,478	 	6.05000%	 	 	5,255,628	 	 	9 or the preceding BD	 	3,621,870.78	 	Actual/360	 	04/09/17	 	04/09/18
	2	 	211 East 43rd Street	 	49,500,000	 	5.75000%	 	 	-	 	 	9 or the preceding BD	 	3,011,250.00	 	Actual/360	 	03/09/16	 	03/09/18
	3	 	Bedford	 	42,400,000	 	6.83000%	 	 	6,000,000	 	 	9 or the preceding BD	 	3,258,557.78	 	Actual/360	 	10/09/14	 	10/09/15
	4	 	Pacific MHP	 	41,000,000	 	6.75000%	 	 	-	 	 	9 or the preceding BD	 	2,909,861.11	 	Actual/360	 	07/09/16	 	07/09/18
	5	 	Kings’ Shops	 	33,000,000	 	6.00000%	 	 	-	 	 	9 or the preceding BD	 	2,074,416.67	 	Actual/360	 	11/09/14	 	11/09/17
	6	 	Westgate Center	 	$31,313,599	 	5.75000%	 	 	-	 	 	9 or the preceding BD	 	1,984,281.88	 	Actual/360	 	06/09/16	 	06/09/18
	7	 	Sofitel LA	 	28,000,000	 	6.50000%	 	 	-	 	 	9 or the preceding BD	 	3,832,500.00	 	Actual/360	 	11/09/14	 	11/09/15
	8	 	Totem Lake Mall	 	27,500,000	 	6.50000%	 	 	-	 	 	9 or the preceding BD	 	1,882,031.25	 	Actual/360	 	06/09/15	 	06/09/16
	9	 	Fairview Plaza	 	27,000,000	 	8.00000%	 	 	-	 	 	9 or the preceding BD	 	2,326,875.00	 	Actual/360	 	01/09/16	 	01/09/18
	10	 	500 Broadway	 	25,000,000	 	6.00000%	 	 	-	 	 	9 or the preceding BD	 	1,571,527.78	 	Actual/360	 	06/09/15	 	06/09/17
	11	 	Telephone Building	 	20,188,480	 	7.00000%	 	 	-	 	 	9 or the preceding BD	 	1,483,993.47	 	Actual/360	 	10/09/15	 	10/09/17
	12	 	Centinela Studios	 	13,232,957	 	3.80000%	 	 	-	 	 	9 or the preceding BD	 	543,378.30	 	Actual/360	 	06/09/14	 	06/09/17
	13	 	LES Multifamily Portfolio	 	9,650,000	 	5.50000%	 	 	-	 	 	9 or the preceding BD	 	562,581.60	 	Actual/360	 	07/09/16	 	07/09/18
	 	 	Total	 	404,487,514	 	6.28820%	 	 	11,255,628	 	 	 	 	 	 	 	 	 	 	 


 


    	1



    	 



    
 



Schedule B


 


LIBOR


 


          The
London interbank offered rate (“LIBOR”) shall be determined by the Calculation Agent in accordance with the following
provisions:


 


                    (1)
On the second London Banking Day preceding the first Business Day of an Interest Accrual Period (each such day, a “LIBOR
Determination Date”), LIBOR (other than for the initial Interest Accrual Period) will equal the rate, as obtained by the
Calculation Agent, for deposits in U.S. Dollars for a period of one month, which appears on the Reuters Page LIBOR01 (or such other
page that may replace that page on such service for the purpose of displaying comparable rates) as reported by Bloomberg Financial
Markets Commodities News as of 11:00 a.m., London time, on the LIBOR Determination Date. “London Banking Day” means
any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits)
in London, England.


 


                    (2)
If, on any LIBOR Determination Date, such rate does not appear on Reuters Screen LIBOR01, the Calculation Agent will determine
LIBOR on the basis of the rates at which deposits in U.S. Dollars are offered by Reference Banks at approximately 11:00 a.m. (London
time) on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month commencing on the
LIBOR Determination Date and in a representative amount of U.S.$1,000. The Calculation Agent will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected
by the Calculation Agent, at approximately 11:00 a.m. (New York City time) on the LIBOR Determination Date for loans in U.S. Dollars
to leading European banks for a period of three months commencing on the LIBOR Determination Date and in a representative amount
of U.S.$1,000. As used herein, “Reference Banks” means four major banks in the London interbank market selected by
the Calculation Agent and approved by the Loan Obligation Manager.


 


                    (3)
In respect of the initial Interest Accrual Period, LIBOR will be determined on the second London Banking Day preceding the Closing
Date.


 


          In
making the above calculations, (A) all percentages resulting from the calculation (other than the calculation determined pursuant
to clause (c) above) will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (0.00001%) and
(B) all percentages determined pursuant to clause (c) above will be rounded, if necessary, in accordance with the method set forth
in (A), but to the same degree of accuracy as the two rates used to make the determination (except that such percentages will not
be rounded to a lower degree of accuracy than the nearest one thousandth of a percentage point (0.001%)).






 




    	Schedule B-1



    	 



    

 


Schedule C 


 


List of Authorized Officers of Collateral
Manager


	 	 
	1.	Jordan Bock
	 	 
	2.	Michael Carp
	 	 
	3.	Mark Finerman
	 	 
	4.	Stuart Shiff
	 	 
	5.	Steven Dietsch


 







    	Schedule C-1



    	 



    

 





EXHIBIT
A-1 


 


FORM
OF CLASS A SENIOR SECURED FLOATING RATE NOTE DUE 2032 

[REGULATION S] [RULE 144A] GLOBAL SECURITY


 


                    THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED 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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QIB, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), FOR THE PURCHASER AND
FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, OR (2) TO 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 $250,000 (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 SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE.


 


                    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 SECURITY 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
TRUSTEE.


 


                    [AN
INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME. IN ADDITION,
AN INTEREST IN THIS NOTE MAY ONLY BE HELD THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 


	 


1     Regulation
S Global Securities.


 




    	A-1-1



    	 



    

 





DIVCORE
CLO 2013-1, LTD.

DIVCORE CLO 2013-1, LLC


 


CLASS
A SENIOR SECURED FLOATING RATE NOTE DUE 2032


	 	 
	No. [Reg. S][144A]- ___	Up to
	CUSIP No.  G29011 AA42 255030 AA63	U.S.$285,000,000
	ISIN: USG29011AA484 US255030AA695	 


 


                    Each
of DIVCORE CLO 2013-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”) and DIVCORE CLO
2013-1, 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 TWO HUNDRED EIGHTY FIVE MILLION United States Dollars (U.S.$285,000,000),
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 Trustee and Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Security, on the
Payment Date occurring in November 2032 (the “Stated Maturity”), 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 December 16, 2013, and thereafter monthly on the later of (i) the 15th calendar
day of each calendar month (or if such day is not a Business Day, then on the next succeeding Business Day) and (ii) the fourth
Business Day following the Determination Date (each, a “Payment Date”). Interest on the Class A Notes shall accrue
at the Class A Note Interest 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,
which shall be the fifteenth day (whether or not a Business Day) prior to the applicable Payment Date.


 


                    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 Mortgage Loans and other Collateral pledged by the Issuer as
security for the Notes under the Indenture, and in the event the Mortgage Loans and such other Collateral 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 of, and interest on, the Class B Notes and the Preferred
Shares. So long as any Class A Notes are Outstanding, the Class B 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
unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption
or otherwise.


 


                    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 Registered Holder hereof; provided that the Registered Holder shall have provided wiring
instructions to the Trustee on or before the related Record Date, or, if wire transfer cannot be effected, by Dollar check drawn
on a bank as provided in the Indenture and mailed to the Registered Holder at its address in the Notes Register.


	 


2     For
Regulation S Global Security.


 


3     For
Rule 144A Global Security.


 


4     For
Regulation S Global Security.


 


5     For
Rule 144A Global Security.


 




    	A-1-2



    	 



    

 



                    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 Stated Maturity
unless payment of principal is improperly withheld or unless a Default is otherwise made 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 Trustee or at any Paying Agent.


 


                    The
Registered 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 Trustee by the manual signature of one of its 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 2032, of the Issuer and the Co-Issuer
(the “Class A Notes”), limited in aggregate principal amount to U.S.$285,000,000 issued under an indenture dated as
of December 6, 2013 (the “Indenture”) by and among the Issuer, the Co-Issuer, Wells Fargo Bank, National Association,
as trustee (in such capacity and together with any successor trustee permitted under the Indenture, the “Trustee”),
paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar
and Situs Asset Management LLC, as advancing agent. Also authorized under the Indenture are (a) up to U.S.$55,000,000 Class B
Secured Floating Rate Notes Due 2032 (the “Class B Notes” and, together with the Class A 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 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 are subject to redemption by the Issuer at the direction of the Collateral Manager
(such redemption, a “Clean-up Call Redemption”), in whole but not in part, at a price equal to the applicable Redemption
Price, upon notice given in the manner provided in the Indenture, on any Payment Date on or after the Payment Date on which the
Aggregate Outstanding Amount of the Notes (excluding any Class B Capitalized Interest) will be reduced to 10% 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 and the Preferred Shares shall be redeemable, in whole but not in part, by Act of
a Majority of the Preferred Shares delivered to the Trustee, 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 that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 




    	A-1-3



    	 



    

 




                    Pursuant
to Section 9.1(c) of the Indenture, the Notes and the Preferred Shares are subject to redemption, in whole but not in part, by
the Issuer at a price equal to the applicable Redemption Prices, on any Payment Date occurring after the end of the Non-call Period
at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders
delivered to the Trustee; provided that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price and, in connection with an Optional Redemption occurring prior to the Payment Date in December
2016, the Class A Make Whole Amount and the Class B Make Whole Amount.


 


                    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 Coverage Tests applicable to any Class of Notes is not satisfied as of the most
recent Measurement Date the Notes shall be redeemed from in accordance with Section 9.6 and the Priority of Payments set forth
in the Indenture, only, and to the extent necessary, to cause each of the Coverage 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.


 


                    The
Indenture may be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


                    The
Notes are issuable in minimum denominations of $250,000 and integral multiples of $500 in excess thereof.


 


                    The
principal of each Note 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 Co-Issuers,
the Collateral Manager, the CLO Servicer, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective
affiliates is acting as a fiduciary or financial or investment advisor 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 advice, counsel or representations
(whether written or oral) of the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent or any of their respective affiliates other than any statements in the final offering memorandum for such
Notes, and such Holder or beneficial owner has read and understands such final offering memorandum; (C) such Holder or beneficial
owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors 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 advisors as it has deemed necessary and not
upon any view expressed by the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent 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
Collateral Manager, the CLO Servicer, the Placement Agent and the Trustee that either



 




    	A-1-4



    	 



    

 



(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 ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to
Title I of ERISA or Section 4975 of the Code or any other employee benefit plan or plan which is subject to any federal, state
or local law (“Similar Law”) that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (each
a “Benefit Plan”), or an entity whose underlying assets include plan assets of any such Benefit Plan, or (B) if the
funds being used to pay the purchase price for such Notes include plan assets of any Benefit Plan, its purchase and holding will
not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or in
the case of any Benefit 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 Trustee, 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 Trustee 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 IN BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER 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.


 




    	A-1-5



    	 



    

 



                    IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of December 6, 2013


	 	 	 
	 	DIVCORE CLO 2013-1, LTD., as Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DIVCORE CLO 2013-1, LLC, as Co-Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    	A-1-6



    	 



    

 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Notes referred to in the within-mentioned Indenture.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 
	 	By: 	 
	 	 	Authenticating Agent



 




    	A-1-7



    	 



    

 



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)



 




    	A-1-8



    	 



    

 



SCHEDULE
A


 


EXCHANGES
IN GLOBAL SECURITY


 


This
Note shall be issued in the original principal balance of U.S.$[●]6[●]7 on the
Closing Date. The following exchanges of a part of this [Rule 144A][Regulation S] Global Security have been made:


	 	 	 	 	 	 	 	 	 
	Date
    of Exchange	 	Amount
    of

    Decrease in

    Principal Amount

    of this

    Global Security	 	Amount
    of

    Increase in

    Principal Amount

    of this

    Global Security	 	Principal
    Amount

    of

    this Global Security

    following such

    decrease (or

    increase)	 	Signature
    of

    authorized officer

    of Trustee or

    securities

    Custodian


 


	 


6     Rule
144A Global Security


 


7     Regulation
S Global Security


 




    	A-1-9



    	 



    

 



EXHIBIT
A-2


 


FORM
OF CLASS A SENIOR SECURED FLOATING RATE NOTE DUE 2032 

DEFINITIVE NOTE


 


          THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED 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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), (2) AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT), AND IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, OR (3) TO 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 $250,000
(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 SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF
THE INDENTURE.



 




    	A-2-1



    	 



    

 


DIVCORE
CLO 2013-1, LTD.

DIVCORE CLO 2013-1, LLC


 


CLASS
A SENIOR SECURED FLOATING RATE NOTE DUE 2032


	 	 
	No. IAI- __	 
	CUSIP No.  255030 AB4	U.S.$[___________]
	ISIN: US255030AB43	 


 


                    Each
of DIVCORE CLO 2013-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”) and DIVCORE CLO
2013-1, 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 [__________] United States Dollars (U.S.$[__________]) on the Payment Date occurring
in November 2032 (the “Stated Maturity”), 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 December 16, 2013, and thereafter monthly on the later of (i) the 15th calendar day of each calendar
month (or if such day is not a Business Day, then on the next succeeding Business Day) and (ii) the fourth Business Day following
the Determination Date (each, a “Payment Date”). Interest on the Class A Notes shall accrue at the Class A Note Interest
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, which shall be the
fifteenth day (whether or not a Business Day) prior to the applicable Payment Date.


 


                    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 Mortgage Loans and other Collateral pledged by the Issuer as
security for the Notes under the Indenture, and in the event the Mortgage Loans and such other Collateral 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 of, and interest on, the Class B Notes and the Preferred
Shares. So long as any Class A Notes are Outstanding, the Class B 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
unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption
or otherwise.


 


                    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 Registered Holder hereof; provided that the Registered Holder shall have provided wiring
instructions to the Trustee on or before the related Record Date, or, if wire transfer cannot be effected, by Dollar check drawn
on a bank as provided in the Indenture and mailed to the Registered Holder at its address in the Notes Register.


 


                    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 Stated Maturity
unless payment of principal is improperly withheld or unless a Default is otherwise made 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 Trustee or at any Paying Agent.


 


                    The
Registered Holder of this Note shall be treated as the owner hereof for all purposes.


 




    	A-2-2



    	 



    

 



                    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 Trustee by the manual signature of one of its 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 2032, of the Issuer and the Co-Issuer
(the “Class A Notes”), limited in aggregate principal amount to U.S.$285,000,000 issued under an indenture dated as
of December 6, 2013 (the “Indenture”) by and among the Issuer, the Co-Issuer, Wells Fargo Bank, National Association,
as trustee (in such capacity and together with any successor trustee permitted under the Indenture, the “Trustee”),
paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar
and Situs Asset Management LLC, as advancing agent. Also authorized under the Indenture are (a) up to U.S.$55,000,000 Class B
Secured Floating Rate Notes Due 2032 (the “Class B Notes” and, together with the Class A 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 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 are subject to redemption by the Issuer at the direction of the Collateral Manager
(such redemption, a “Clean-up Call Redemption”), in whole but not in part, at a price equal to the applicable Redemption
Price, upon notice given in the manner provided in the Indenture, on any Payment Date on or after the Payment Date on which the
Aggregate Outstanding Amount of the Notes (excluding any Class B Capitalized Interest) will be reduced to 10% 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 and the Preferred Shares shall be redeemable, in whole but not in part, by Act of
a Majority of the Preferred Shares delivered to the Trustee, 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 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 and the Preferred Shares are subject to redemption, in whole but not in part, by
the Issuer at a price equal to the applicable Redemption Prices, on any Payment Date occurring after the end of the Non-call Period
at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders
delivered to the Trustee; provided that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price and, in connection with an Optional Redemption occurring prior to the Payment Date in December
2016, the Class A Make Whole Amount and the Class B Make Whole Amount.



 




    	A-2-3



    	 



    

 


                    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 Coverage Tests applicable to any Class of Notes is not satisfied as of the most
recent Measurement Date the Notes shall be redeemed from in accordance with Section 9.6 and the Priority of Payments set forth
in the Indenture, only, and to the extent necessary, to cause each of the Coverage 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 Notes (voting as
a separate Class), other than with respect to an Event of Default specified in Section 5.1(d), 5.1(e), 5.1(h) 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 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 are issuable in minimum denominations of $250,000 and integral multiples of $500 in excess thereof.


 


                    The
principal of each Note 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 Co-Issuers,
the Collateral Manager, the CLO Servicer, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective
affiliates is acting as a fiduciary or financial or investment advisor 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 advice, counsel or representations
(whether written or oral) of the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent or any of their respective affiliates other than any statements in the final offering memorandum for such
Notes, and such Holder or beneficial owner has read and understands such final offering memorandum; (C) such Holder or beneficial
owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors 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 advisors as it has deemed necessary and not
upon any view expressed by the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent 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
Collateral Manager, the CLO Servicer, the Placement Agent and the Trustee 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 ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that is



 




    	A-2-4



    	 



    

 


subject
to Title I of ERISA or Section 4975 of the Code or any other employee benefit plan or plan which is subject to any federal, state
or local law (“Similar Law”) that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (each
a “Benefit Plan”), or an entity whose underlying assets include plan assets of any such Benefit Plan, or (B) if the
funds being used to pay the purchase price for such Notes include plan assets of any Benefit Plan, its purchase and holding will
not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or in
the case of any Benefit 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 Trustee, 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 Trustee 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 IN BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER 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.


 




    	A-2-5



    	 



    

 



                    IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of December 6, 2013


	 	 	 
	 	DIVCORE CLO 2013-1, LTD., as Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DIVCORE CLO 2013-1, LLC, as Co-Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    	A-2-6



    	 



    

 


CERTIFICATE
OF AUTHENTICATION


This
is one of the Notes referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 
	 	By: 	 
	 	 	Authenticating Agent



 




    	A-2-7



    	 



    

 


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)



 




    	A-2-8



    	 



    

 


EXHIBIT
B-1 


 


FORM
OF CLASS B SECURED FLOATING RATE NOTE DUE 2032 

[REGULATION S] [RULE 144A] GLOBAL SECURITY


 


                    THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED 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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QIB, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), FOR THE PURCHASER AND
FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, OR (2) TO 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 $250,000 (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 SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE.


 


                    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 SECURITY 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
TRUSTEE.


 


                    [AN
INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME. IN ADDITION,
AN INTEREST IN THIS NOTE MAY ONLY BE HELD THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 


                    THIS
NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY


	 


1     Regulation
S Global Securities.



 




    	B-1-1



    	 



    

 


HOLDER
OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.



 




    	B-1-2



    	 



    

 


DIVCORE
CLO 2013-1, LTD.

DIVCORE CLO 2013-1, LLC


 


CLASS
B SECURED FLOATING RATE NOTE DUE 2032


	 	 
	No. [Reg. S][144A] - ___	Up to
	CUSIP No.  G29011 AB22 255030 AC23	U.S.$ 55,000,000
	ISIN: USG29011AB214 US255030AC265	 


 


                    Each
of DIVCORE CLO 2013-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”) and DIVCORE CLO
2013-1, 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 FIFTY-FIVE MILLION United States Dollars (U.S.$ 55,000,000), 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 Trustee and Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Security, on the Payment Date
occurring in November 2032 (the “Stated Maturity”), 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 December 16, 2013, and thereafter monthly on the later of (i) the 15th calendar day
of each calendar month (or if such day is not a Business Day, then on the next succeeding Business Day) and (ii) the fourth Business
Day following the Determination Date (each, a “Payment Date”). Interest on the Class B Notes shall accrue at the Class
B Note Interest 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, which shall
be the fifteenth day (whether or not a Business Day) prior to the applicable Payment Date.


 


                    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 Mortgage Loans and other Collateral pledged by the Issuer as
security for the Notes under the Indenture, and in the event the Mortgage Loans and such other Collateral 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 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 and no payments of principal on the Class B 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 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.


 


                    Any
payment of interest due on this Note 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 one or more Class A Notes are Outstanding, shall
constitute Class B Capitalized Interest and shall not be considered


	 



2     For
Regulation S Global Security.


 


3     For
Rule 144A Global Security.


 


4     For
Regulation S Global Security.


 


5     For
Rule 144A Global Security.



 




    	B-1-3



    	 



    

 


“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).
Class B Capitalized Interest shall be added to the principal balance of the Class B Notes and shall be payable on the first Payment
Date on which funds are available to be used for such purpose in accordance with the Priority of Payments, but in any event no
later than the earlier of the Payment Date (A) which is the Redemption Date with respect to the Class B Notes and (B) which is
the Stated Maturity Date of the Class B Notes.


 


                    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 Registered Holder hereof; provided that the Registered Holder shall have provided wiring
instructions to the Trustee on or before the related Record Date, or, if wire transfer cannot be effected, by Dollar check drawn
on a bank as provided in the Indenture and mailed to the Registered Holder at its address in the Notes Register.


 


                    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 Stated Maturity
unless payment of principal is improperly withheld or unless a Default is otherwise made 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 Trustee or at any Paying Agent.


 


                    The
Registered 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 Trustee by the manual signature of one of its 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 Secured Floating Rate Notes Due 2032, of the Issuer and the Co-Issuer (the “Class
B Notes”), limited in aggregate principal amount to U.S.$55,000,000 issued under an indenture dated as of December 6, 2013
(the “Indenture”) by and among the Issuer, the Co-Issuer, Wells Fargo Bank, National Association, as trustee(in such
capacity and together with any successor trustee permitted under the Indenture, the “Trustee”), paying agent, calculation
agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar and Situs Asset Management
LLC, as advancing agent. Also authorized under the Indenture are (a) U.S. 285,000,000 Class A Senior Secured Floating Rate Notes
Due 2032, (the “Class A Notes” and, together with the Class B 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 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.



 




    	B-1-4



    	 



    

 


                    Pursuant
to Section 9.1(a) of the Indenture, the Notes are subject to redemption by the Issuer at the direction of the Collateral Manager
(such redemption, a “Clean-up Call Redemption”), in whole but not in part, at a price equal to the applicable Redemption
Price, upon notice given in the manner provided in the Indenture, on any Payment Date on or after the Payment Date on which the
Aggregate Outstanding Amount of the Notes (excluding any Class B Capitalized Interest) will be reduced to 10% 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 and the Preferred Shares shall be redeemable, in whole but not in part, by Act of
a Majority of the Preferred Shares delivered to the Trustee, 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 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 and the Preferred Shares are subject to redemption, in whole but not in part, by
the Issuer at a price equal to the applicable Redemption Prices, on any Payment Date occurring after the end of the Non-call Period
at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders
delivered to the Trustee; provided, that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price and, in connection with an Optional Redemption occurring prior to the Payment Date in December
2016, the Class A Make Whole Amount and the Class B Make Whole Amount.


 


                    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 Coverage Tests applicable to any Class of Notes is not satisfied as of the most
recent Measurement Date the Notes shall be redeemed from in accordance with Section 9.6 and the Priority of Payments set forth
in the Indenture, only, and to the extent necessary, to cause each of the Coverage 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 Notes (voting as
a separate Class), other than with respect to an Event of Default specified in Section 5.1(d), 5.1(e), 5.1(h) 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 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 are issuable in minimum denominations of $250,000 and integral multiples of $500 in excess thereof.


 


                    The
principal of each Note shall be payable on the Stated Maturity, 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.



 




    	B-1-5



    	 



    

 


                    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 Co-Issuers,
the Collateral Manager, the CLO Servicer, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective
affiliates is acting as a fiduciary or financial or investment advisor 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 advice, counsel or representations
(whether written or oral) of the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent or any of their respective affiliates other than any statements in the final offering memorandum for such
Notes, and such Holder or beneficial owner has read and understands such final offering memorandum; (C) such Holder or beneficial
owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors 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 advisors as it has deemed necessary and not
upon any view expressed by the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent 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
Collateral Manager, the CLO Servicer, the Placement Agent and the Trustee 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 ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA or Section
4975 of the Code or any other employee benefit plan or plan which is subject to any federal, state or local law (“Similar
Law”) that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (each a “Benefit Plan”),
or an entity whose underlying assets include plan assets of any such Benefit Plan, or (B) if the funds being used to pay the purchase
price for such Notes include plan assets of any Benefit Plan, its purchase and holding will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or in the case of any Benefit 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 Trustee, 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 Trustee 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 IN BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER 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



 




    	B-1-6



    	 



    

 


YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.



 




    	B-1-7



    	 



    

 


                    IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of December 6, 2013


	 	 	 
	 	DIVCORE CLO 2013-1, LTD., as Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DIVCORE CLO 2013-1, LLC, as Co-Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    	B-1-8



    	 



    

 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Notes referred to in the within-mentioned Indenture.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 
	 	By: 	 
	 	 	Authenticating Agent



 




    	B-1-9



    	 



    

 



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)



 




    	B-1-10



    	 



    

 


SCHEDULE
A


 


This
Note shall be issued in the original principal balance of U.S.$[●]6[●]7 on the
Closing Date. The following exchanges of a part of this [Rule 144A][Regulation S] Global Security have been made:


	 	 	 	 	 	 	 	 	 
	Date
    of Exchange	 	Amount
    of

    Decrease in

    Principal Amount

    of this

    Global Security	 	Amount
    of

    Increase in

    Principal Amount

    of this

    Global Security	 	Principal
    Amount

    of

    this Global Security

    following such

    decrease (or

    increase)	 	Signature
    of

    authorized officer

    of Trustee or

    securities

    Custodian


 


	 


6     Rule
144A Global Security


 


7     Regulation
S Global Security



 




    	B-1-11



    	 



    

 








EXHIBIT B-2 


 


FORM OF CLASS B SECURED FLOATING RATE
NOTE DUE 2032 


DEFINITIVE NOTE


 


                    THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED 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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), (2) AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT), AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, OR (3) TO 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 $250,000 (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 SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE.


 


                    THIS
NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE
FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3)
THE YIELD TO MATURITY OF THE NOTE.


 



    	B-2-1



    	 



    

 


DIVCORE CLO 2013-1, LTD.


DIVCORE CLO 2013-1, LLC


 


CLASS B SECURED


FLOATING RATE NOTE DUE 2032


 


No. IAI - ___


	CUSIP No. 255030 AD0	U.S.$[___________]
	ISIN: US255030AD09	 


 


                    Each
of DIVCORE CLO 2013-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”) and DIVCORE CLO
2013-1, 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 [___________] United States Dollars (U.S.$[___________]) on the Payment Date occurring in November
2032 (the “Stated Maturity”), 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 December 16, 2013, and thereafter monthly on the later of (i) the 15th calendar day of each calendar month (or if
such day is not a Business Day, then on the next succeeding Business Day) and (ii) the fourth Business Day following the Determination
Date (each, a “Payment Date”). Interest on the Class B Notes shall accrue at the Class B Note Interest 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, which shall be the fifteenth day (whether or
not a Business Day) prior to the applicable Payment Date.


 


                    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 Mortgage Loans and other Collateral pledged by the Issuer as
security for the Notes under the Indenture, and in the event the Mortgage Loans and such other Collateral 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 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 and no payments of principal on the Class B 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 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.


 


                    Any
payment of interest due on this Note 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 one or more Class A Notes are Outstanding, shall
constitute Class B Capitalized Interest 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). Class B Capitalized Interest shall be added to the principal
balance of the Class B Notes and shall be payable on the first Payment Date on which funds are available to be used for such purpose
in accordance with the Priority of Payments, but in any event no later than the earlier of the Payment Date (A) which is the Redemption
Date with respect to the Class B Notes and (B) which is the Stated Maturity Date of the Class B Notes.


 


                    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 Registered Holder hereof;


 



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provided that the Registered Holder shall have provided
wiring instructions to the Trustee on or before the related Record Date, or, if wire transfer cannot be effected, by Dollar check
drawn on a bank as provided in the Indenture and mailed to the Registered Holder at its address in the Notes Register.


 


                    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 Stated Maturity
unless payment of principal is improperly withheld or unless a Default is otherwise made 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 Trustee or at any Paying Agent.


 


                    The
Registered 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 Trustee by the manual signature of one of its 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 Secured Floating Rate Notes Due 2032, of the Issuer and the Co-Issuer (the “Class
B Notes”), limited in aggregate principal amount to U.S.$55,000,000 issued under an indenture dated as of December 6, 2013
(the “Indenture”) by and among the Issuer, the Co-Issuer, Wells Fargo Bank, National Association, as trustee (in such
capacity and together with any successor trustee permitted under the Indenture, the “Trustee”), paying agent, calculation
agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar and Situs Asset Management
LLC, as advancing agent. Also authorized under the Indenture are (a) U.S.$285,000,000 Class A Senior Secured Floating Rate Notes
Due 2032, (the “Class A Notes” and, together with the Class B 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 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 are subject to redemption by the Issuer at the direction of the Collateral Manager
(such redemption, a “Clean-up Call Redemption”), in whole but not in part, at a price equal to the applicable Redemption
Price, upon notice given in the manner provided in the Indenture, on any Payment Date on or after the Payment Date on which the
Aggregate Outstanding Amount of the Notes (excluding any Class B Capitalized Interest) will be reduced to 10% 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 and the Preferred Shares shall be redeemable, in whole but not in part, by Act of
a Majority of the Preferred Shares delivered to the Trustee, on the


 



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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 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 and the Preferred Shares are subject to redemption, in whole but not in part, by
the Issuer at a price equal to the applicable Redemption Prices, on any Payment Date occurring after the end of the Non-call Period
at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders
delivered to the Trustee; provided, that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price and, in connection with an Optional Redemption occurring prior to the Payment Date in December
2016, the Class A Make Whole Amount and the Class B Make Whole Amount.


 


                    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 Coverage Tests applicable to any Class of Notes is not satisfied as of the most
recent Measurement Date the Notes shall be redeemed from in accordance with Section 9.6 and the Priority of Payments set forth
in the Indenture, only, and to the extent necessary, to cause each of the Coverage 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 Notes (voting as
a separate Class), other than with respect to an Event of Default specified in Section 5.1(d), 5.1(e), 5.1(h)
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 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 are issuable in minimum denominations of $250,000 and integral multiples of $500 in excess thereof.


 


                    The
principal of each Note shall be payable on the Stated Maturity, 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 Co-Issuers,
the Collateral Manager, the CLO Servicer, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective
affiliates is acting as a fiduciary or financial or investment advisor 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 advice, counsel or representations
(whether written or oral) of the Co-Issuers, the Collateral Manager, the CLO Servicer, the Trustee, the Collateral Administrator,
the Placement Agent or any of their respective affiliates other than any statements in the final offering memorandum for such Notes,
and


 



    	B-2-4



    	 



    

 


such Holder or beneficial owner has read
and understands such final offering memorandum; (C) such Holder or beneficial owner has consulted with its own legal, regulatory,
tax, business, investment, financial and accounting advisors 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 advisors as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral
Manager, the CLO Servicer, the Trustee, the Collateral Administrator, the Placement Agent 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 Collateral
Manager, the CLO Servicer, the Placement Agent and the Trustee 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 ERISA) or “plan”
(as defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA or Section 4975 of the Code or any other employee
benefit plan or plan which is subject to any federal, state or local law (“Similar Law”) that is substantially similar
to Section 406 of ERISA or Section 4975 of the Code (each a “Benefit Plan”), or an entity whose underlying assets include
plan assets of any such Benefit Plan, or (B) if the funds being used to pay the purchase price for such Notes include plan assets
of any Benefit Plan, its purchase and holding will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code, or in the case of any Benefit 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 Trustee, 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 Trustee 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 IN BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER 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.


 



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                    IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated as of December 6, 2013


	 	 	 
	 	DIVCORE CLO 2013-1, LTD., as Issuer
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DIVCORE CLO 2013-1, LLC, as Co-Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	B-2-6



    	 



    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in
the within-mentioned Indenture.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:  	 
	 	 	Authenticating Agent



 



    	B-2-7



    	 



    

 


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)



 



    	B-2-8



    	 



    

 



EXHIBIT C-1 


 


FORM OF TRANSFER CERTIFICATE


FOR (1) TRANSFER AT THE CLOSING TO A REGULATION
S GLOBAL SECURITY OR


(2) SUBSEQUENT TRANSFER FROM A RULE 144A
GLOBAL SECURITY OR A DEFINITIVE NOTE TO A


REGULATION S GLOBAL SECURITY


(Transfer pursuant to Article 2 of the Indenture)




	 


 




Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attn: Corporate Trust Services –
DivCore CLO 2013-1, Ltd.


 


	 	 	 	 
	 	Re:	DivCore CLO 2013-1, Ltd., as Issuer and DivCore CLO 2013-1, LLC, as Co-Issuer of: the Class A Senior Secured Floating Rate Notes, Due 2032 and the Class B Secured Floating Rate Notes, Due 2032 (the “Transferred Notes”)	 


 


     Reference
is hereby made to the Indenture, dated as of December 6, 2013 (the “Indenture”) by and among DivCore CLO 2013-1, Ltd.,
as Issuer and DivCore CLO 2013-1, LLC, as Co-Issuer of the Class A Notes and the Class B Notes, Wells Fargo Bank, National Association,
as Trustee, and Situs Asset Management LLC, 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 United States Securities Act
of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder.


 


     This
letter relates to the transfer of U.S.$[●] aggregate principal amount of [Class A][Class B] Notes being transferred
for an equivalent beneficial interest in a Regulation S Global Security 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 as of December 4, 2013, and hereby represents, warrants
and agrees for the benefit of the Issuer, the Co-Issuer, 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;
	 	 
	 	     (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, the Trustee or the Placement Agent, 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;



 



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	 	     (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 Agent, 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 Agent, the Collateral Manager, 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 Agent, the Collateral Manager, the Trustee or any of its 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 Agent, the Collateral Manager, the Trustee or any of its 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 Agent, the Trustee or any of its 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;
	 	 
	 	     (viii) the Transferee understands that the Transferred Notes will bear the applicable legend set forth on such Transferred Notes;
	 	 
	 	     (ix) the Transferee represents that either (a) it is not an “employee benefit plan” (as defined in Section 3(3) of ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA or Section 4975 of the Code, or any other employee benefit plan or plan which is subject to any federal, state or local law (“Similar Law”) that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (each a “Benefit Plan”) or an entity whose underlying assets include plan assets of any such Benefit Plan or (b) its purchase and holding of the Transferred Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, in the case of a Benefit Plan subject to Similar Law, do not result in 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 (2011 Revision);



 



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	 	     (xii) the Transferee understands that (A) the Issuer, the Co-Issuer, 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 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 (Certification of Foreign Status of Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms); (B) the Issuer, the Co-Issuer, 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) if the Issuer is no longer a Qualified REIT Subsidiary but is instead considered to be a foreign corporation for U.S. federal income tax purposes, the Issuer, the Co-Issuer, the Trustee or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer, the Trustee or the Paying Agent with any correct, complete and accurate information that may be required for the Issuer, the Co-Issuer, the Trustee or the Paying Agent to comply with FATCA requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Trustee or the Paying Agent to comply with FATCA requirements and, in the event the Transferee fails to provide such information or take such actions, (1) the Issuer, the Co-Issuer, 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 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 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 and does not provide the Issuer, Co-Issuer, Trustee or Paying Agent with evidence that it has complied with the applicable FATCA requirements, the Issuer, Co-Issuer, Trustee or Paying Agent will 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;
	 	 
	 	     (xiii) 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 the Parent REIT or a direct or indirect wholly owned subsidiary of the Parent REIT owns 100% of the Preferred Shares and the Issuer Ordinary Shares, the Issuer will be treated as a Qualified REIT Subsidiary and the Notes will be treated as indebtedness solely of the Parent REIT; the Transferee agrees to such treatment and agrees to take no action inconsistent with such treatment;
	 	 
	 	     (xiv) the Transferee, if not a “United States person” (as defined in Section 7701(a)(30) of the Code), either: (A) is not a bank (within the meaning of Section 881(c)(3)(A) of the Code); (B) is a bank that has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with the conduct of a trade or business in the United States, or (C) is a bank and is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States and the Issuer is treated as a fiscally transparent entity (as defined in Treasury regulations section 1.894-1(d)(3)(iii)) under the laws of Transferee’s jurisdiction with respect to payments made on the Mortgage Loans held by the Issuer;




 



    	C-1-3



    	 



    

 



	 	 
	 	     (xv) 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;
	 	 
	 	     (xvi) 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 Trustee, a duly executed transferee certificate addressed to each of the Trustee, the Issuer, the Co-Issuer and the Collateral Manager 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 or the Trustee may reasonably require to confirm that the proposed transfer complies with the transfer restrictions contained in the Indenture;
	 	 
	 	     (xvii) 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 the Note Registrar of a duly executed transfer certificate and any other certificates and other information required by the Indenture;
	 	 
	 	     (xviii) the Transferee is aware and agrees that no Note (or beneficial interest therein) may be reoffered or resold, pledged or otherwise transferred (i) to a transferee taking delivery of such Note represented by a Rule 144A Global Security except (A) to a transferee that the Transferee reasonably believes is a QIB, purchasing for its account or the account of another QIB, to which notice is given that the resale, pledge or other transfer is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or another person the sale to which is exempt under the Securities Act and (B) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction or (ii) to a transferee taking delivery of such Note represented by a Regulation S Global Security except (A) to a transferee that is a non-U.S. Person acquiring such interest in an Offshore Transaction in accordance with Rule 903 or Rule 904 of Regulation S, (B) such transfer is made in compliance with the other requirements set forth in the Indenture and (C) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other jurisdiction;
	 	 
	 	     (xix) 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 Agent may from time to time make a market in the Notes, the Placement Agent is 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;
	 	 
	 	     (xx) the Transferee approves and consents to any direct trades between the Issuer and the Collateral Manager and/or its affiliates that is permitted under the terms of the Indenture and the Collateral Management Agreement;
	 	 
	 	     (xxi) the Transferee acknowledges that the Issuer, the Co-Issuer, the Trustee, the Note Registrar, the Collateral Manager, the Placement Agent 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, Note Registrar, the Collateral Manager and the Placement Agent;
	 	 
	 	     (xxii) 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. THIS NOTE MAY NOT BE


 



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OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
EXCEPT: (A)(1) TO A (X) “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, IN A PRINCIPAL AMOUNT OF
NOT LESS THAN U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$500 IN EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT,
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (Y) AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT TAKING SUCH INTEREST IN THE FORM
OF A DEFINITIVE NOTE REGISTERED IN THE NAME OF THE LEGAL AND BENEFICIAL HOLDER THEREOF, IN EACH CASE IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OR (2) TO 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 EACH CASE, IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$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 SECURITY WILL
BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE.


 


     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 SECURITY 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 TRUSTEE.


 


     [FOR CLASS B NOTES] THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO
ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.




	 	 
	 	     (xxiii) 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 Security:


 


     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.


 



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	 	     (xxiv) the Transferee understands that each Class A Majority Holder may exercise the disapproval, approval, consent or other rights provided in the Indenture and any rights or powers that it may have as a holder of Notes in its sole discretion for its sole benefit without regard to the interests of any other person (including, without limitation, any holder of a Note) and shall not have any duties or obligations (including, without limitation, any fiduciary duties or obligations or any investment advisory or subadvisory duties or obligations) with respect to the Issuer, the Collateral Manager, any holder of Notes or any other person; the Transferee understands that none of the Class A Majority Holders, any affiliate thereof and any of their respective directors, managers, officers, stockholders, members, partners, employees, agents or affiliates will be liable to the Issuers, the Collateral Manager, any holder of a Note or any other person, and no such party will be permitted to take or bring any such action for, for any loss, claim, damage, judgment, assessment, cost or other liability incurred as a result of the exercise or non-exercise by such Class A Majority Holders of any of the rights or powers described above, any other approval or consent rights of the Class A Majority Holders or any other rights or powers that the Class A Majority Holders may have as a holder of Notes.


 


     You,
the Issuer, the Co-Issuer, the Trustee and the Collateral Manager 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:	DivCore CLO 2013-1, Ltd.	 	 	 
	 	DivCore CLO 2013-1, LLC	 	 	 




 



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EXHIBIT C-2 


 


FORM OF TRANSFER CERTIFICATE


FOR (1) TRANSFER AT THE CLOSING TO A RULE
144A GLOBAL SECURITY OR


(2) SUBSEQUENT TRANSFER FROM A REGULATION
S GLOBAL SECURITY OR DEFINITIVE NOTE TO


A RULE 144A GLOBAL SECURITY


(Transfers pursuant to Article 2 of the
Indenture) 


	 


  


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attn: Corporate Trust Services –
DivCore CLO 2013-1, Ltd.


 


	 	 	 	 
	 	Re:	DivCore CLO 2013-1, Ltd., as Issuer and DivCore CLO 2013-1, LLC, as Co-Issuer of: the Class A Senior Secured Floating Rate Notes, Due 2032 and the Class B Secured Floating Rate Notes, Due 2032 (the “Transferred Notes”)	 


 


     Reference
is hereby made to the Indenture dated as of December 6, 2013 (the “Indenture”), by and among DivCore CLO 2013-1, Ltd.,
as Issuer and DivCore CLO 2013-1, LLC, as Co-Issuer of the Class A Notes and the Class B Notes, Wells Fargo Bank, National Association,
as Trustee, and Situs Asset Management LLC, 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 U.S.$[●] aggregate principal amount of [Class A][Class B] Notes being transferred in exchange
for an equivalent beneficial interest in a Rule 144A Global Security 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 as of December 4, 2013 and hereby represents, warrants
and agrees for the benefit of the Issuer, the Co-Issuer and the Trustee that:




	 	 
	 	     (i) the Transferee is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”);
	 	 
	 	     (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;
	 	 
	 	     (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




 



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	 	Issuer, the Co-Issuer, the Trustee or the Placement Agent, 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 Collateral Manager, the Placement Agent, 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 Agent, the Collateral Manager, 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 Agent, the Collateral Manager, 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 Agent, the Collateral Manager, 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 Agent, the Collateral Manager, 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;
	 	 
	 	     (ix) the Transferee understands that the Transferred Notes will bear the applicable legend set forth on such Transferred Notes;
	 	 
	 	     (x) the Transferee represents that either (a) it is not and is not investing on behalf of an “employee benefit plan” (as defined in Section 3(3) of ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA or Section 4975 of the Code, or any other employee benefit plan or plan which is subject to any federal, state or local law (“Similar Law”) that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (each a “Benefit Plan”) or an entity whose underlying assets include plan assets of any such Benefit Plan or (b) its purchase and holding of the Transferred Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, in the case of a Benefit Plan subject to Similar Law, do not result in 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



 



    	C-2-2



    	 



    

 



	 	 
	 	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;
	 	 
	 	     (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 (2011 Revision);
	 	 
	 	     (xiii) the Transferee understands that (A) the Issuer, the Co Issuer, 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 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 (Certification of Foreign Status of Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms); (B) the Issuer, the Co Issuer, 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) if the Issuer is no longer a Qualified REIT Subsidiary but is instead considered to be a foreign corporation for U.S. federal income tax purposes, the Issuer, the Co-Issuer, the Trustee or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer, the Trustee or the Paying Agent with any correct, complete and accurate information that may be required for the Issuer, the Co-Issuer, the Trustee or the Paying Agent to comply with FATCA requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Trustee or the Paying Agent to comply with FATCA requirements and, in the event the Transferee fails to provide such information or take such actions, (1) the Issuer, the Co-Issuer, 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 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 Issuer, the Co-Issuer, the Trustee and the Paying Agent will have the right to compel the Transferee 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 Trustee or the Paying Agent, to sell such Notes 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 and does not provide the Issuer, Co-Issuer, Trustee or Paying Agent with evidence that it has complied with the applicable FATCA requirements, the Issuer, Co-Issuer, Trustee or Paying Agent will 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; 


     (xiv) 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 the Parent REIT or a direct or indirect wholly owned disregarded subsidiary of the Parent REIT owns 100% of the Preferred Shares and the Issuer Ordinary Shares, the Issuer will be treated as a Qualified REIT Subsidiary and the Notes will be treated as indebtedness solely of the Parent REIT; the Transferee agrees to such treatment and agrees to take no action inconsistent with such treatment;
	 	 
	 	     (xv) the Transferee, if not a “United States person” (as defined in Section 7701(a)(30) of the Code), either: (A) is not a bank (within the meaning of Section 881(c)(3)(A) of the Code); (B) is a bank that has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the



 



    	C-2-3



    	 



    

 



	 	 
	 	Issuer are effectively connected with the conduct of a trade or business in the United States, or (C) is a bank and is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States and the Issuer is treated as a fiscally transparent entity (as defined in Treasury regulations section 1.894-1(d)(3)(iii)) under the laws of Transferee’s jurisdiction with respect to payments made on the Mortgage Loans held by the Issuer;
	 	 
	 	     (xvi) 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;
	 	 
	 	     (xvii) 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 Trustee, a duly executed transferee certificate addressed to each of the Trustee, the Issuer, the Co-Issuer and the Collateral Manager 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 or the Trustee may reasonably require to confirm that the proposed transfer complies with the transfer restrictions contained in the Indenture;
	 	 
	 	     (xviii) 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 the Note Registrar of a duly executed transfer certificate and any other certificates and other information required by the Indenture;
	 	 
	 	     (xix) the Transferee is aware and agrees that no Note (or beneficial interest therein) may be reoffered or resold, pledged or otherwise transferred (i) to a transferee taking delivery of such Note represented by a Rule 144A Global Security except (A) to a transferee that the Transferee reasonably believes is a QIB, purchasing for its account or the account of another QIB, to which notice is given that the resale, pledge or other transfer is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or another person the sale to which is exempt under the Securities Act and (B) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction, or (ii) to a transferee taking delivery of such Note represented by a Regulation S Global Security except (A) to a transferee that is a non-U.S. Person acquiring such interest in an Offshore Transaction in accordance with Rule 903 or Rule 904 of Regulation S, (B) such transfer is made in compliance with the other requirements set forth in the Indenture and (C) if such transfer is made in accordance with any applicable securities laws of any state of the United States and any other jurisdiction;
	 	 
	 	     (xx) 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 Agent may from time to time make a market in the Notes, the Placement Agent is 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;
	 	 
	 	     (xxi) the Transferee approves and consents to any direct trades between the Issuer and the Collateral Manager and/or its affiliates that is permitted under the terms of the Indenture and the Collateral Management Agreement;
	 	 
	 	     (xxii) the Transferee acknowledges that the Issuer, the Co-Issuer, the Trustee, the Note Registrar, the Collateral Manager, the Placement Agent 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, Note Registrar, the Collateral Manager and the Placement Agent;



 



    	C-2-4



    	 



    

 


	 	 
	 	     (xxiii) 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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A)(1) TO A (X) “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB, FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, SO LONG
AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE;
OR (Y) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT TAKING SUCH INTEREST IN THE FORM OF A DEFINITIVE NOTE REGISTERED IN THE NAME OF THE LEGAL AND BENEFICIAL
HOLDER THEREOF, IN EACH CASE IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) TO 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 EACH CASE, IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$250,000
(AND INTEGRAL MULTIPLES OF U.S.$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 SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF
THE INDENTURE.


 


     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 SECURITY 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 TRUSTEE.


 


     [FOR
CLASS B NOTES] THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY
HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.




	 	 
	 	     (xxiv) the Transferee understands that each Class A Majority Holder may exercise the disapproval, approval, consent or other rights provided in the Indenture and any rights or powers that it may have as a holder of Notes in its sole discretion for its sole benefit without regard to the interests of any other person (including, without limitation, any holder of a Note) and shall not have any duties or obligations (including,



 



    	C-2-5



    	 



    

 



	 	 
	 	 without limitation, any fiduciary duties or obligations or any investment advisory or subadvisory duties or obligations) with respect to the Issuer, the Collateral Manager, any holder of Notes or any other person; the Transferee understands that none of the Class A Majority Holders, any affiliate thereof and any of their respective directors, managers, officers, stockholders, members, partners, employees, agents or affiliates will be liable to the Issuers, the Collateral Manager, any holder of a Note or any other person, and no such party will be permitted to take or bring any such action for, for any loss, claim, damage, judgment, assessment, cost or other liability incurred as a result of the exercise or non-exercise by such Class A Majority Holders of any of the rights or powers described above, any other approval or consent rights of the Class A Majority Holders or any other rights or powers that the Class A Majority Holders may have as a holder of Notes.


 


     You,
the Issuer, the Co-Issuer, the Trustee and the Collateral Manager 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:	DivCore CLO 2013-1, Ltd.	 
	 	DivCore CLO 2013-1, LLC	 



 



    	C-2-6



    	 



    

 




EXHIBIT
C-3 


 


FORM
OF TRANSFER CERTIFICATE

FOR (1) TRANSFER AT THE CLOSING TO A DEFINITIVE NOTE OR

(2) SUBSEQUENT TRANSFER FROM A REGULATION S GLOBAL SECURITY, RULE 144A

GLOBAL SECURITY OR DEFINITIVE NOTE TO A DEFINITIVE NOTE


(Transfers
pursuant to Article 2 of the Indenture)


 


 




 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Corporate Trust Services - DivCore CLO 2013-1, Ltd.


	 	 	 	 
	 	Re:	DivCore CLO 2013-1, Ltd., as Issuer
    and DivCore CLO 2013-1, LLC, as Co-Issuer of: the Class A Senior Secured Floating Rate Notes, Due 2032 and the Class B Secured
    Floating Rate Notes, Due 2032 (the “Transferred Notes”)	 


 


Reference
is hereby made to the Indenture dated as of December 6, 2013 (the “Indenture”), by and among DivCore CLO 2013-1, Ltd.,
as Issuer and DivCore CLO 2013-1, LLC, as Co-Issuer of the Class A Notes and the Class B Notes, Wells Fargo Bank, National Association,
as Trustee, and Situs Asset Management LLC, 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 U.S.$[●] aggregate principal amount of [Class A][Class B] 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 as of December 4, 2013 and hereby represents, warrants
and agrees for the benefit of the Issuer, the Co-Issuer and the Trustee that:


 


(i) the Transferee is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act (an “IAI”);


 


(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 U.S.$250,000 and in integral multiples of U.S.$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, including the requirement for written certifications. In particular,
the Transferee understands that the Notes may be transferred only to a person that is either (a)(i) 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 (ii) solely in the case of Notes that are issued in the form of Definitive Securities,
an IAI; or (b) a person that is 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;


 



    	C-3-1



    	 



    

 


(iv)
in connection with the Transferee’s purchase of the Notes: (a) none of the Issuer, the Co-Issuer, the Placement Agent,
the Collateral Manager, 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 Agent, the Collateral Manager,
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 Agent, the Collateral Manager, 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 Agent, the Collateral Manager, 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;


 


(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;


 


(vi)
the Transferee represents that either (a) it is not and is not investing on behalf of an “employee benefit plan”
(as defined in Section 3(3) of ERISA) or “plan” (as defined in Section 4975(e)(1) of the Code) that
is subject to Title I of ERISA or Section 4975 of the Code, or any other employee benefit plan or plan which is subject to any
federal, state or local law (“Similar Law”) that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (each a “Benefit Plan”) or an entity whose underlying assets include plan assets of any such Benefit Plan
or (b) its purchase and holding of the Transferred Notes will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, or, in the case of a Benefit Plan subject to Similar Law, do not result
in a non-exempt violation of Similar Law;


 


(vii)
the Transferee will treat its Notes as debt of the Issuer for United States federal and, to the extent permitted by law, state
and local income and franchise tax purposes unless otherwise required by any relevant taxing authority;


 


(viii)
the Transferee is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and has submitted
a properly completed and signed IRS Form W-9 containing its name, address and U.S. taxpayer identification number (or applicable
successor form); or it is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, and
has submitted a properly completed and signed applicable IRS Form W-8 (or applicable successor form);


 


(ix) 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 the Parent REIT or a direct
or indirect wholly owned subsidiary of the Parent REIT owns 100% of the Preferred Shares and the Issuer Ordinary Shares, the Issuer
will be treated as a Qualified REIT Subsidiary and the Notes will be treated as indebtedness solely of the Parent REIT; the Transferee
agrees to such treatment and agrees to take no action inconsistent with such treatment;


 


(x)
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


 



    	C-3-2



    	 



    

 


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 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;


 


(xi)
the Transferee understands that (A) the Issuer, the Co-Issuer, 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 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 (Certification of Foreign Status of Beneficial Owner), IRS Form W- 8IMY (Certification
of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI
(Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of
a U.S. Trade or Business) or any successors to such IRS forms); (B) the Issuer, the Co-Issuer, 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) if the Issuer is no longer a Qualified REIT Subsidiary but
is instead considered to be a foreign corporation for U.S. federal income tax purposes, the Issuer, the Co-Issuer, the Trustee
or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer, the Trustee or the Paying Agent with any
correct, complete and accurate information that may be required for the Issuer, the Co-Issuer, the Trustee or the Paying Agent
to comply with FATCA requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Trustee or the
Paying Agent to comply with FATCA requirements and, in the event the Transferee fails to provide such information or take such
actions, (1) the Issuer, the Co-Issuer, 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 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 Issuer, the Co-Issuer, the Trustee and the Paying Agent will have the right to compel the
Transferee 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 Trustee or the Paying Agent, to sell such Notes 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 and does not provide the Issuer, Co-Issuer, Trustee or Paying Agent with evidence
that it has complied with the applicable FATCA requirements, the Issuer, Co-Issuer, Trustee or Paying Agent will 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;


 


(xii)
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;


 


(xiii)
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 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;


 



    	C-3-3



    	 



    

 



(xiv)
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;


 


(xv)
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;


 


(xvi)
the Transferee acknowledges that, by law, the Issuer, the Placement Agent, the Collateral Manager 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
Agent, the Collateral Manager 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;


 


(xvii)
the Transferee understands that the Issuer, the Trustee and the Placement Agent will rely upon the accuracy and truth of the foregoing
representations, and it hereby consents to such reliance;


 


(xviii)
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:


 


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. THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) EITHER (1) TO A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (2) AN INSTITUTIONAL “ACCREDITED INVESTOR”
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND IS PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB, IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$500 IN EXCESS
THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, SO LONG AS THIS
NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE;
OR (2) TO 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 U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$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. 


 


(xviv)
the Transferee understands that each Class A Majority Holder may exercise the disapproval, approval, consent or other rights provided
in the Indenture and any rights or powers that it may have as a holder of


 



    	C-3-4



    	 



    

 


Notes
in its sole discretion for its sole benefit without regard to the interests of any other person (including, without limitation,
any holder of a Note) and shall not have any duties or obligations (including, without limitation, any fiduciary duties or obligations
or any investment advisory or subadvisory duties or obligations) with respect to the Issuer, the Collateral Manager, any holder
of Notes or any other person; the Transferee understands that none of the Class A Majority Holders, any affiliate thereof and
any of their respective directors, managers, officers, stockholders, members, partners, employees, agents or affiliates will be
liable to the Issuers, the Collateral Manager, any holder of a Note or any other person, and no such party will be permitted to
take or bring any such action for, for any loss, claim, damage, judgment, assessment, cost or other liability incurred as a result
of the exercise or non- exercise by such Class A Majority Holders of any of the rights or powers described above, any other approval
or consent rights of the Class A Majority Holders or any other rights or powers that the Class A Majority Holders may have as
a holder of Notes.


 


You,
the Issuer, the Co-Issuer, the Trustee and the Collateral Manager 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:	DivCore CLO 2013-1, Ltd.	 	 
	 	DivCore CLO 2013-1, LLC	 	 
	 	 	 	 	 


 



    	C-3-5



    	 



    

 


EXHIBIT D


 


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
connection with the DivCore CLO 2013-1 Notes (the “Notes”), the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned is an employee or agent of [                              ], a market data provider that has been given access to the Trustee’s 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 agreement 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.


 



    	D-1



    	 



    

 



EXHIBIT
E 


 


FORM
OF CUSTODIAL CERTIFICATION


 


DivCore
CLO 2013-1, Ltd.


(the
“Issuer”)


 


DivCore
Subordinate Debt Club I Advisors, LLC

(the “Collateral Manager”)


	 	 	 
	 	Re:	DivCore CLO 2013-1, Ltd.


 


Ladies
and Gentlemen:


 


In
accordance with the provisions of the Indenture, dated as of December 6, 2013, by and among the Issuer, DivCore CLO 2013-1, LLC,
as Co-Issuer, Situs Asset Management LLC, as Advancing Agent, and Wells Fargo Bank, National Association, as Trustee (the “Indenture”),
the undersigned, as the Custodian, hereby certifies that it has received the documents identified on Schedule A hereto
with respect to the Initial Mortgage Loans identified on such schedule and that it is holding all such documents in its capacity
as Custodian on behalf of the Custodial Securities Intermediary subject to the terms of the Indenture. Capitalized terms used
but not defined in this Receipt have the meanings assigned to them in the Indenture.


 


The
Custodian makes no representations as to, and shall not be responsible to verify, (i) the validity, legality, enforceability,
due authorization, recordability, sufficiency, or genuineness of any of the documents in its custody relating to a Mortgage Loan,
or (ii) the collectability, insurability, effectiveness or suitability of any such documents in its custody relating to a Mortgage
Loan.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL  

    ASSOCIATION, solely in its capacity as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 



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EXHIBIT
F 


 


FORM
OF REQUEST FOR RELEASE


 


REQUEST
FOR RELEASE OF DOCUMENTS AND RECEIPT


	 	 
	To:	Wells Fargo Bank, National Association
	 	1015 10th Avenue SE
	 	Minneapolis, MN 55414
	 	Attention: CMBS Custody - DivCore CLO 2013-1


 


In
connection with the administration of the Mortgage Loans held by you as the Custodian on behalf of the Issuer, we request the
release, to the Collateral Manager of [specify document] for the Mortgage Loan described below, for the reason indicated.


	 	 	 	 	 
	Borrower’s
    Name, Address & Zip Code:	 	Ship
    Files To:
	 	 	 	 	 
	 	 	Name:	 	 
	 	 	 	 	 
	 	 	Address:	 	 
	 	 	 	 	 
	 	 	Telephone Number:	 	 
	 	 	 	 	 
	Mortgage Loan Description:	 	 	 	 
	 	 	 	 	 
	Current Outstanding Principal Balance:	 	 	 	 


 


Reason
for Requesting Documents (check one):



	 	 
	 	 
	___1.	Purchased
    Asset Paid in Full. The Collateral Manager 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.	Purchased
    Asset Liquidated By _____________. The Collateral Manager hereby certifies that all proceeds of 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) ____________________________.


 


If
box 1 or 2 above is checked, and if all or part of the Underlying Instruments was 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
Mortgage Loan.


 


If
box 3 above is checked, upon our return of all of the above documents to you as the Custodial Securities Intermediary, 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 Mortgage
Loan described above and in the proceeds of said Mortgage Loan has been granted to the Trustee pursuant to the Indenture.


 



    	F-1



    	 



    

 



If
box 3 above is checked, in consideration of the aforesaid delivery by the Custodial Securities Intermediary, the Collateral Manager
hereby agrees to hold said Mortgage Loan in trust for the Trustee, as provided under and in accordance with all provisions of
the Indenture and the Collateral Management Agreement, and to return said Mortgage Loan to the Custodial Securities Intermediary
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.


 


The
Collateral Manager hereby acknowledges that it shall hold the above-described Mortgage Loan and any related Underlying Instruments
in trust for, and as the bailee of, the Trustee, and shall return said Mortgage Loan and any related documents only to the Custodial
Securities Intermediary.


 


Capitalized
terms used but not defined in this Request have the meanings assigned to them in the Indenture, dated as of December 6, 2013,
by and among DivCore CLO 2013-1, LTD., as Issuer, DivCore CLO 2013-1, LLC, as Co-Issuer, Situs Asset Management LLC, as Advancing
Agent, and Wells Fargo Bank, National Association, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities
Intermediary, Backup Advancing Agent and Notes Registrar.


	 	 	 	 	 
	 	 	 	DIVCORE SUBORDINATE DEBT CLUB I ADVISORS, LLC
	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Acknowledgment of documents returned:	 	 	 
	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:  	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	Date:	 	 	 



 



    	F-2



    	 



    

 



EXHIBIT
G 


 


FORM
OF NRSRO CERTIFICATION


 


[Date]


 


DivCore
CLO 2013-1, Ltd.


c/o
Appleby Trust (Cayman) Ltd.


Clifton
House, 75 Fort Street


PO
Box 1350


Grand
Cayman KY1-1108


Cayman
Islands


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
MD 21045


	 	 
	Attention:	DivCore CLO 2013-1, Ltd. and DivCore CLO 2013-1, LLC


 


In
accordance with the requirements for obtaining certain information pursuant to the Indenture, dated as of December 6, 2013 (the
“Indenture”), by and among DivCore CLO 2013-1, Ltd. (the “Issuer”), as Issuer, DivCore CLO
2013-1, LLC, as Co-Issuer, Situs Asset Management LLC, as Advancing Agent, and Wells Fargo Bank, National Association (the “Trustee”),
as Trustee, the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”), has provided the Issuer with
the appropriate certifications under Exchange Act 17g-5(e), has access to the Issuer’s 17g-5 website, and agrees that any
information obtained from CTSLink will be subject to the same confidentiality provisions applicable to information obtained from
the Issuer’s 17g-5 website.


 


2.
The undersigned agrees that each time it accesses CTSLink, it shall be deemed to have recertified that the representations above
remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


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.


 



    	G-1



    	 



    

 





 


EXHIBIT H


Representations and Warranties


 


          All
capitalized terms used in this schedule to Exhibit H will have the meanings assigned to such terms in the Mortgage Loan Purchase
Agreement.


	 	 
	 	          (1) Whole Loan; Ownership of Mortgage Loans. Each Closing Date Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Additional Mortgage Loan and Reinvestment Mortgage Loan that is a Senior Participation is a senior portion (or a pari passu interest in a senior portion) of a whole mortgage loan. At the time of the sale, transfer and assignment to Purchaser, no Note, Mortgage or Senior Participation was subject to any assignment (other than assignments to the Seller), participation (other than with respect to the Senior Participations) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to the Senior Participations), any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.
	 	 
	 	          (2) Loan Document Status. Each related Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance or prepayment fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
	 	 
	 	Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related borrower with respect to any of the related Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Note, Mortgage or other Loan Documents.
	 	 
	 	          (3) Mortgage Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the mortgaged property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
	 	 
	 	          (4) Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Note, Mortgage Loan guaranty, Participation Agreement, if applicable, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect that could have a material adverse effect on Mortgage


 


    	H-1



    	 



    



	 	 
	 	Loan; (b) no related mortgaged property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such mortgaged property; and (c) neither the related borrower nor the related guarantor nor the related Participating Institution has been released from its material obligations under the Mortgage Loan or Participation Agreement, if applicable. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Seller on or after the Cut-off Date.
	 	 
	 	          (5) Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Issuer constitutes a legal, valid and binding assignment to the Issuer. Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related borrower’s fee or leasehold interest in the mortgaged property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Schedule 1 hereto (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such mortgaged property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
	 	 
	 	          (6) Permitted Liens; Title Insurance. Each mortgaged property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to: (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy or appearing of record; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related mortgaged property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the current use of the mortgaged property or the security intended to be provided by such Mortgage or the borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any


 


    	H-2



    	 



    




	 	 
	 	other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.
	 	 
	 	          (7) Junior Liens. It being understood that B notes and junior participation interests secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related mortgaged property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). The Seller has no knowledge of any mezzanine debt secured directly by interests in the related borrower.
	 	 
	 	          (8) Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
	 	 
	 	          (9) UCC Filings. If the
related mortgaged property is operated as a hospitality property, the Seller has filed and/or recorded or caused to be filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements
in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect
a valid security interest in all items of physical personal property reasonably necessary to operate such mortgaged property owned
by such borrower and located on the related mortgaged property (other than any non-material personal property, any personal property
subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the
related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may
be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each
related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty
described above. No representation is made as to the perfection of any security interest in rents or other personal property to
the extent that possession or control of such items or actions other than the filing of UCC financing statements are required
in order to effect such perfection.
	 	 
	 	          (10) Condition of Property. Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related mortgaged property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.
	 	 
	 	An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related mortgaged property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such mortgaged property as security for the Mortgage Loan.
	 	 
	 	          (11) Taxes and Assessments.
All real estate taxes, governmental assessments and other similar outstanding governmental charges (including, without limitation,
water and sewage charges), or


 



    	H-3



    	 



    




	 	 
	 	installments thereof, that could be a lien on the related mortgaged property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related mortgaged property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.
	 	 
	 	         (12) Condemnation. As of the date of origination and to the Seller’s knowledge as of the Cutoff Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such mortgaged property that would have a material adverse effect on the value, use or operation of the mortgaged property.
	 	 
	 	          (13) Actions Concerning Mortgage Loan. To the Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 6), an engineering report or property condition assessment as described in paragraph 10, applicable local law compliance materials as described in paragraph 24, reasonable and customary bankruptcy, civil records, UCC-1, and judgment searches of the borrowers and guarantors, and the ESA (as defined in paragraph 40), on and as of the date of origination and as of the Cutoff Date, there was no pending or filed action, suit or proceeding, involving any borrower, guarantor, or borrower’s interest in the mortgaged property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such borrower’s title to the mortgaged property, (b) the validity or enforceability of the Mortgage, (c) such borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the mortgaged property.
	 	 
	 	          (14) Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Seller to Purchaser or its servicer.
	 	 
	 	          (15) No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan schedules attached as Annex A to the Offering Memorandum has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related mortgaged property, the borrower or other considerations determined by Seller to merit such holdback).
	 	 
	 	          (16) Insurance. Each related mortgaged property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VII” from A.M. Best Company, (ii) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (iii) at least “A-” from Standard & Poor’s Ratings Service (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the borrower and included in the mortgaged property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related mortgaged property.




 


    	H-4



    	 



    


	 	 
	 	Each related mortgaged property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).
	 	 
	 	If any material part of the improvements, exclusive of a parking lot, located on a mortgaged property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related borrower is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.
	 	 
	 	If the mortgaged property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related borrower is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.
	 	 
	 	The mortgaged property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $1 million in the aggregate.
	 	 
	 	An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the mortgaged property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such mortgaged property was obtained by an insurer rated at least “A:VII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Service in an amount not less than 100% of the SEL or PML, as applicable.
	 	 
	 	The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related mortgaged property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the reduction of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
	 	 
	 	All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee.  Each related Mortgage Loan obligates the related borrower to maintain all such insurance and, at such borrower’s failure to do so, authorizes the lender to maintain such insurance at the borrower’s cost and expense and to charge such borrower for related premiums.  All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.
	 	 
	 	          (17) Access; Utilities; Separate Tax Lots. Each mortgaged property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has




 



    	H-5



    	 



    


	 	 
	 	uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the mortgaged property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the mortgaged property or is subject to an endorsement under the related Title Policy insuring the mortgaged property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the mortgaged property is a part until the separate tax lots are created or the non-recourse carveout guarantor under the Mortgage Loan has indemnified the mortgagee for any loss suffered in connection therewith.
	 	 
	 	          (18) No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with origination (which may have been a previously existing “as built” survey) and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related mortgaged property at the time of the origination of such Mortgage Loan are within the boundaries of the related mortgaged property, except encroachments that do not materially and adversely affect the value or current use of such mortgaged property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related mortgaged property except for encroachments that do not materially and adversely affect the value or current use of such mortgaged property or for which insurance or endorsements were obtained under the Title Policy. No material improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such mortgaged property or for which insurance or endorsements have been obtained under the Title Policy.
	 	 
	 	          (19) No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Seller.
	 	 
	 	          (20) Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charges, exit fees, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
	 	 
	 	          (21) Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date and as of each date that Seller held the Note, Seller was authorized to transact and do business in the jurisdiction in which each related mortgaged property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
	 	 
	 	          (22) Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.
	 	 
	 	          (23) Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multifamily and manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each mortgaged property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which the mortgaged property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability




 


    	H-6



    	 



    


	 	 
	 	to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the mortgaged property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. The terms of the Loan Documents require the borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.
	 	 
	 	          (24) Licenses and Permits. Each borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the mortgaged property in full force and effect, and to the Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multifamily and manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related borrower to be qualified to do business in the jurisdiction in which the related mortgaged property is located.
	 	 
	 	          (25) Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that: (a) the related borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related borrower and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the mortgaged property, and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the Mortgage Loan shall become full recourse to the related borrower and at least one individual or entity, if the related borrower files a voluntary petition under federal or state bankruptcy or insolvency law.
	 	 
	 	          (26) Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the mortgaged property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the mortgaged property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) releases of out-parcels that are unimproved or other portions of the mortgaged property which will not have a material adverse effect on the underwritten value of the mortgaged property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the mortgaged property or compliance with zoning requirements, or (d) as required pursuant to an order of condemnation.
	 	 
	 	          (27) Financial Reporting and Rent Rolls. The Loan Documents for each Mortgage Loan require the borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one borrower are in the form of an annual combined balance sheet of the borrower entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.
	 	 
	 	          (28) Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan,



 


    	H-7



    	 



    


	 	 
	 	the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the borrower under each Mortgage Loan is required to carry terrorism insurance, but in such event the borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
	 	 
	 	          (29) Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security of property comparable to the related mortgaged property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related mortgaged property, or any equity interest of greater than 50% in the related borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers that do not result in a change of Control of the related borrower or transfers of passive interests so long as the guarantor retains Control, (iv) transfers to another holder of direct or indirect equity in the borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt in each case as set forth on Schedule 3 hereto or (b) the related mortgaged property is encumbered with a subordinate lien or security interest against the related mortgaged property, other than (i) any Non-Acquired Participation or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule 4 hereto, or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. For purposes of the foregoing representation, “Control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.
	 	 
	 	          (30) Single-Purpose Entity. Each Mortgage Loan requires the borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the borrower with respect to each Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the





 


    	H-8



    	 



    

	 	 	 
	 	related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such mortgaged property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such mortgaged property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
	 	 
	 	          (31) Ground Leases. For purposes of the Mortgage Loan Purchase Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.
	 	 
	 	With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such mortgaged property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Seller, its successors and assigns, Seller represents and warrants that:
	 	 	 
	 	(a)	The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related mortgaged property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;
	 	 	 
	 	(b)	The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender (except termination or cancellation if (i) notice of a default under the Ground Lease is provided to lender and (ii) such default is curable by lender as provided in the Ground Lease but remains uncured beyond the applicable cure period), and no such consent has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;
	 	 	 
	 	(c)	The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
	 	 	 
	 	(d)	The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the mortgaged property is subject;
	 	 	 
	 	(e)	The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so




 


    	H-9



    	 



    


	 	 	 
	 	 	assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;
	 	 	 
	 	(f)	The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
	 	 	 
	 	(g)	The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;
	 	 	 
	 	(h)	A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
	 	 	 
	 	(i)	The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Seller in connection with loans originated for securitization;
	 	 	 
	 	(j)	Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related mortgaged property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
	 	 	 
	 	(k)	In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related mortgaged property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
	 	 	 
	 	(l)	Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 	 	 
	 	          (32) Servicing. The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all material respects, legal and have met customary industry standards for servicing of similar commercial loans.
	 	 	 
	 	          (33) Origination and Underwriting. The origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit H.




 


    	H-10



    	 



    

	 	 
	 	          (34) No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan or Participation Agreement, if applicable, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or Participation Agreement, if applicable, or the value, use or operation of the related mortgaged property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in this Exhibit H. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.
	 	 
	 	          (35) Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, no borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
	 	 
	 	          (36) Organization of Borrower. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the borrower delivered by the borrower in connection with the origination of such Mortgage Loan, the borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a borrower that is an Affiliate of another borrower. (An “Affiliate” for purposes of this paragraph (36) means, a borrower that is under direct or indirect common ownership and control with another borrower.)
	 	 
	 	          (37) Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements was conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related mortgaged property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related mortgaged property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the borrower having financial resources reasonably estimated to be adequate to address the situation is required to take



 


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	 	action. To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related mortgaged property.
	 	 
	 	          (38) Appraisal. The Servicing File contains an appraisal of the related mortgaged property with an appraisal date within six months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the mortgaged property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the mortgaged property or the borrower or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.
	 	 
	 	          (39) Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the schedule attached as Exhibit A to the Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.
	 	 
	 	          (40) Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except as set forth in the applicable Mortgage Loan Purchase Agreement.
	 	 
	 	          (41) Advance of Funds by the Seller. After origination, no advance of funds has been made by Seller to the related borrower other than in accordance with the Loan Documents, and, to Seller’s knowledge, no funds have been received from any person other than the related borrower or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof.
	 	 
	 	          (42) Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.
	 	 
	 	          (43) Floating Interest Rates. Each Mortgage Loan bears interest at a floating rate of interest that is based on LIBOR plus a margin (which interest rate may be subject to a minimum or “floor” rate).
	 	 
	 	          (44) Senior Participations. With respect to each Mortgage Loan that is a Senior Participation:
	 	 
	 	          (i) Either (A) the Senior Participation is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Senior Participation is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Senior Participation qualifies as a security that would not otherwise cause the Parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to the Issuer of such Senior Participation);
	 	 
	 	          (ii) To the actual knowledge of the Seller, as of the Closing Date, the related Participating Institution was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and
	 	 
	 	          (iii) The Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Senior Participation is or may become obligated.



 



    	H-12



    	 



    
 

	 	For purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein.



 





    	H-13



    	 



    
 


EXHIBIT I 


 


FORM OF ELIGIBILITY CRITERIA COMPLIANCE
CERTIFICATE


 


          DivCore
Subordinate Debt Club I Advisors, LLC, a Delaware limited liability company (the “Collateral Manager”), in connection
with the acquisition of the [Additional Mortgage Loan[s]] [Reinvestment Mortgage Loan[s]] identified on Schedule 1 hereto that
have been selected by the Collateral Manager as permitted under the Indenture, dated as of December 6, 2013 (the “Indenture”),
among DivCore CLO 2013-1, Ltd., as issuer, DivCore CLO 2013-1, LLC, as co-issuer, Situs Asset Management LLC, as advancing agent
and Wells Fargo Bank, National Association, as trustee, hereby certifies, pursuant to Section [10.4(d)] [12.2(a)] [12.3(b)] of
the Indenture, that such [Additional Mortgage Loan] [Reinvestment Mortgage Loan] satisfies all of the [Eligibility Criteria] [Reinvestment
Criteria] as of the date hereof.


 


          Attached
as Schedule 2 hereto are wiring instructions. Please release $[●] from the [●] Account with respect to the acquisition evidenced hereby.


 


          Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Indenture.


 


          IN
WITNESS WHEREOF, the Collateral Manager has executed this certificate as of this [●] day of [●]
20[●].


 


	 	 	 
	DIVCORE SUBORDINATE DEBT CLUB I ADVISORS, LLC 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


    	I-1



    	 



    


 


Schedule 1 to Eligibility Criteria Compliance
Certificate 


 


List of [Additional Mortgage Loans] [Reinvestment
Mortgage Loans]


 


[Must indicate whether any Mortgage Loans
are Future Funding Mortgage Loans and, if applicable, the amount of money that will be deposited into the Future Funding Reserve
Account for each such Mortgage Loan]


 



    	I-2



    	 



    

 


Schedule 2 to Eligibility Criteria Compliance
Certificate 


 


Wiring Instructions


 



    	I-3



    	 



    




 


EXHIBIT J 


 


FORM OF INVESTOR CERTIFICATION


 


DATE: ________________


 


DivCore Subordinate Debt Club I Advisors, LLC

80 Field Point Road

Greenwich, Connecticut 06830

Attention: Jordan Bock


	 	 
	Re:	Reports Prepared Pursuant to the Indenture, dated as of December 6, 2013, among DivCore CLO 2013-1, Ltd., DivCore CLO 2013-1, LLC, Situs Asset Management LLC and Wells Fargo Bank, National Association (the “Indenture”).




	 	 
	 	Class ____ Notes
	 	 
	 	Ctslink USER ID: ____________


 


Ladies and Gentlemen:


 


          1.
 The undersigned is a holder or a beneficial owner of the notes referenced above.


 


          2.
 The undersigned is requesting access pursuant to the Indenture to certain information (the “Information”) on the Trustee’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, 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 Trustee, 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 not previously registered pursuant to Section 5 of the Securities Act.


 


          5.
 The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Issuer, the Collateral Manager, the Servicer and the Trustee 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 Trustee’s
website.


 


          7.
 The undersigned acknowledges and agrees that, upon request of any of the Collateral Manager, the Issuer or the Co-Issuer, the Trustee
shall provide such party with a list of all persons that have access to the Trustee’s website (other than the Trustee’s
employees and agents).


 



    	J-1



    	 



    


 


          8.
 Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.


 


          IN
WITNESS WHEREOF, the undersigned has made the representations above and has to have caused its name to be signed hereto by its
duly authorized signatory, as of the date hereof.


	 	 	 
	[        		]
	 	 	 
	 	Name:	 
	 	Title:	 
	 	Phone:	 
	 	Email:	 


 


	VALIDATED AND AUTHORIZED:	 
	 	 
	DivCore Subordinate Debt Club I Advisors, LLC,
	 	 
	Collateral Manager	 
	 	 
	
Name:	 
	Title:	 


 


    	J-2



    	 



    



EXHIBIT
K








	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	 	  	  	  	  	 
    
	MONTHLY
    REPORT
	Table
    of Contents
	  	  	 
    	  	  	  	 	  	 
    	  	  	 
    
	  	  	  	 

            STATEMENT
        SECTIONS
	 	 

        PAGE(s)
	  	  	  	 
    
	  	  	  	Note
    Distribution Detail	 	2	  	  	  	 
    
	  	  	  	Note
    Factor Detail	 	3	  	  	  	 
    
	  	  	  	Reconciliation
    Detail	 	4	  	  	  	 
    
	  	  	  	Other
    Required Information	 	5	  	  	  	 
    
	 	 	 	Coverage Test
    Summary	 	6	 	 	 	 
	  	  	  	Cash
    Reconciliation Detail	 	7	  	  	  	 
    
	  	  	  	Current
    Mortgage Loan and Property Stratification Tables	 	8 -
    11	  	  	  	 
    
	  	  	  	Mortgage
    Loan Detail	 	12	  	  	  	 
    
	  	  	   	Principal
    Prepayment Detail	 	13	  	  	  	 
    
	  	  	  	Historical
    Detail	 	14	  	  	  	 
    
	  	  	  	Delinquency
    Loan Detail	 	15
    - 16	  	  	  	 
    
	  	  	  	Specially
    Serviced Loan Detail	 	17	  	  	  	 
    
	  	  	  	Advance
    Summary	 	18	  	  	  	 
    
	  	  	  	Modified
    Loan Detail	 	19	  	  	  	 
    
	  	  	  	Historical
    Liquidated Loan Detail	 	20	  	  	  	 
    
	  	  	  	Historical
    Bond / Collateral Loss Reconciliation	 	21	  	  	  	 
    
	  	  	  	Interest
    Shortfall Reconciliation Detail	 	22
    - 23	  	  	  	 
    
	 	 	 	Supplemental
    Reporting	 	24	 	 	 	 
	  	  	   
    	 	 	 	  	  	  	 
    
	  	  	 
    	  	  	 	  	 
    	  	  	 
    
	  	 

        Issuer
	  	Collateral
    Manager  	 

        
	  	 	 

        Servicer and Special
        Servicer
	      	 

        Advancing Agent

	  	  	  	  	  	  	 	  	  	 
    
	    	DivCore
                                         CLO 2013-1, Ltd.

         

         

         

        Contact:  
        TBD

        Phone Number:
	 	DivCore Real Asset Management, LLC

 

         

         

         

Contact:  TBD
 Phone Number: 


	 	
                                         Situs Asset Management LLC

 

         

         

         

        Contact:  
        TBD

        Phone Number:     
	  	Situs
                                         Asset Management LLC

 

 

         

         

        Contact:  TBD

        Phone Number:
	 
	 
    	  	 

        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. 

        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.

         
	 
    




 


	Page 1 of 24



 




    	K-1



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	 
    
	  	 Note Distribution
    Detail  	  
	 	 	 
	 
    	Class	 
    	 
    	CUSIP	 
    	 
    	Pass-Through

        Rate
	 
    	 
    	Original

        Balance
	 
    	 
    	Beginning

        Balance
	 
    	 
    	Principal

        Distribution
	 
    	 
    	Interest

        Distribution
	 
    	 
    	Prepayment

        Premium
	 
    	 
    	Realized
                                         Loss/

        Additional Trust

         Fund Expenses
	 
    	 
    	Total

        Distribution
	 
    	 
    	Ending

        Balance
	 
    	 
    	Current

        Subordination 

        Level (1)
	 
    
	  	A	  	  	  	  	  	0.000000%	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00 
    	  
	 	B	 	 	 	 	 	0.000000%	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00 
	 
	  	Preferred
    Shares	 
    	  	  	 
    	  	0.000000%	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00 
    	  
	  	Totals	 
    	  	  	 
    	  	  	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00 
    	  
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 	 
	 	 	 	 	 	 




 



	Page 2 of 24


 








    	K-2



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	 
    
	  	Note
                     Factor Detail

         
	  
	  	Class	 
    	 
    	CUSIP	 
    	 
    	Beginning

        Balance
	 
    	 
    	Principal

        Distribution
	 
    	 
    	Interest

        Distribution
	 
    	 
    	Prepayment

        Premium
	 
    	 
    	Realized
                                         Loss/

        Additional Trust

        Fund Expenses
	 
    	 
    	Ending

        Balance
	  
	  	A	  	  	  	  	  	0.00000000	  	  	0.00000000	  	  	0.00000000	  	  	0.00000000	  	  	0.00000000	  	  	0.00000000  
    	  
	 	B	 	 	 	 	 	0.00000000	 	 	0.00000000	 	 	0.00000000	 	 	0.00000000	 	 	0.00000000	 	 	0.00000000  
    	 
	 
    	Preferred
    Shares	 
    	  	  	 
    	  	0.00000000	 
    	  	0.00000000	 
    	  	0.00000000	 
    	  	0.00000000	 
    	  	0.00000000	 
    	  	0.00000000  
    	 
    
	  	  	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 



 


	Page 3 of 24


 





    	K-3



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	 
    	 
    
	 
    	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  
    	  




	 	 

        Certificate Interest
        Reconciliation

         
	 
	 
    	Class	 
    	 
    	Accrual

        Dates
	 
    	 
    	Accrual

        Days
	 
    	 
    	Accrued

        Certificate

        Interest
	 
    	 
    	Net
                                         Aggregate

        Prepayment

        Interest Shortfall
	 
    	 
    	Distributable

        Certificate

        Interest
	 
    	 
    	Distributable

        Certificate Interest

        Adjustment
	 
    	 
    	Capitalized

        Interest
	 
    	 
    	Additional

        Trust Fund

        Expenses
	 
    	 
    	Interest

        Distribution
	 
    	 
    	Defaulted
Interest
Amount 	 
    
	  	A	  	  	0	  	  	0	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00	  	  	0.00  
    	  
	 	B	 	 	0	 	 	0	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00  
    	 
	  	Preferred

        Shares
	 
    	  	0	 
    	  	0	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00  
    	  
	  	Totals	 
    	  	  	 
    	  	0	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00	 
    	  	0.00  
    	  
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 


 



	Page 4 of 24



 




    	K-4



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  	  	  	  	 
    
	  	  	Other
    Required Information	  
	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	 
    	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	Available Distribution
    Amount (1)	  	0.00	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	 	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	Current LIBOR	  	0.00%      	  	  	  	  	  	  	  
	  	  	Next Month’s LIBOR	  	0.00%	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	 	  	 	  	  	Appraisal
    Reduction Amount	  	  	  
	  	  	 	  	 	  	  	 
    	 
    	  	Appraisal	 
    	  	Cumulative	 
    	  	Most
    Recent	  	  	  
	  	  	 	  	 	  	  	Loan	  	  	Reduction
	  	  	ASER
	  	  	App.
                                         Red.
	  	  	  
	 
    	  	 	  	 	 
    	  	Number	 
    	  	Effected	 
    	  	Amount	 
    	  	Date	  	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 	  	  	  	  	  	  	  	  	  	  	  	  
	 
    	  	  	  	  	 
    	  	Total	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	  	 
    
	  	  	 

        (1) The Available
        Distribution Amount includes any Prepayment Premiums.
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 
    	  	  	  	 
    	  	  	  	  	  	  	  	  	  	  	  	  	 
    



 


	Page 5 of 24


 




    	K-5



    	 



    

 

EXHIBIT
K

	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	 
    	  	  	  	 
    
	 
    	Coverage
                                         Test Summary

         

	  	  	  	  	  	  	  	  
	 
    	 	Coverage
    Test	 	Class
    A Notes	 	Class
    B Notes	  	 
    	 
    	 	  	 
    
	  	 	Minimum Par Value	 	0.00%	 	0.00%	  	  	  	 	  	  
	  	    	Minimum Interest Coverage	 	0.00%	 	0.00%	  	  	  	 	  	  
	  	 	  	  	  	 
    Interest Coverage Ratio Summary	  	  
	  	Par
    Value Ratio Summary	  	  	  	 	  	  
	  	 	  	  	  	 
    Cash standing to the credit of the Expense Account	0.00	  
	 
    	Net
    Outstanding Portfolio Balance	0.00	  	 
    	+   
    Scheduled Interest payments on the Mortgage Loans 	0.00	 
    
	  	Interest
    Advances (unreimbursed)	0.00	  	  	+   
    Eligible Investments (1)	0.00	  
	  	Class
    A Note Balance	0.00	  	  	+   
    Interest Advances	0.00	  
	 
    	Class
    B Note Balance (includes Class B Capitalized Interest)	0.00	  	 
    	(-)  Taxes and filing fees	0.00	 
    
	  	 	 	  	  	(-)  Nonrecoverable
    Interest Advances	0.00	  
	  	    Class A Par Value Ratio	  	  	  	(-)  Reimbursement
    Interest and reimbursement of Interest Advances	0.00	  
	  	Net
    Outstanding Portfolio Balance / Class A Notes + Interest Advances	0.00000%	  	  	(-)  Trustee fees
    and unpaid Company Admistrative Expenses	0.00	  
	  	Class
    A Par Value Test Met 	Y/N	  	  	(-)  Servicing fees
    and unpaid Company Admistrative Expenses	0.00	  
	  	 	  	  	  	(-)  Collateral Manager
    Fee	0.00	  
	  	   
    Class B Par Value Ratio	  	  	  	Total	0.00	  
	  	Net
    Outstanding Portfolio Balance / Class A Notes + Class B Notes + Interest Advances	0.00000%	  	  	 	  	  
	  	Class B
                                         Par Value Test Met
	Y/N	  	  	 
    Class A Interest Coverage Ratio	  	  
	  	 	  	  	  	Total
    / Class A Note Interest + Class A Defaulted Interest	0.00000%	  
	 
    	   
    Class A/B Par Value Test	  	  	 
    	       
    Class A Interest Coverage Test Met	Y/N	 
    
	  	Net
    Outstanding Portfolio Balance - (Interest Advances + Class A Notes Outstanding	0.00000%	  	  	 	 	  
	 
    	balance
                                         + Initial balance of Class B Notes)
	  	  	 
    	      Class
    B Interest Coverage Ratio 	  	 
    
	 
    	Class
                                         A/B Par Value Test Met if equal to or > 0%
	Y/N	  	 
    	        Total
                                         / Class A Note Interest + Class A Defaulted Interest +
	 	 
    
	  	 	 	  	  	                  
    Class B Note Interest + Class B Defaulted Interest	0.00000%	  
	  	Account
    Balance Summary as of Determination Date	  	  	  	       
    Class B Interest Coverage Test Met	Y/N	  
	 	 	 	 	 	 	 	 
	  	    Future
                                         Funding Reserve Account
	0.00	  	  	 	  	  
	 	   
    Unused Proceeds Account	0.00	 	 	 	 	 
	 	   
    Expense Account	0.00	 	 	(1) Eligible Investments
    held in the Payment Acount, Collection Accounts,	 
	 	   
    Payment Account	0.00	 	 	      Future
    Funding Reserve Account and Expense Account	 
	 	   
    Collection Accounts	0.00	 	 	 	 	 
	 	 	 	 	 	 	 	 




 


	Page 6 of 24



 




    	K-6



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	 
    	  	  	  	  	  	 
    
	 
    	Cash
                                         Reconciliation Detail

         

	  	  	  	  	  	  	  	  	  	  	  	  
	  	Total Funds Collected	  	  	  	  	  	Total Funds Distributed	  	  	  	  
	  	Interest:	  	  	  	  	  	Fees:	  	  	  	  
	  	Interest
    paid or advanced	  	0.00	  	  	  	Servicing
    Fee	  	0.00	  	  
	 
    	Interest
    reductions due to Non-Recoverability Determinations	  	0.00	  	  	 
    	Trustee
    Fee	  	0.00	  	 
    
	  	Interest
    Adjustments	  	0.00	  	  	  	Collateral
    Manager Fee	  	0.00	  	  
	  	Deferred
    Interest	  	0.00	  	  	  	Miscellaneous
    Fee	  	0.00	  	  
	  	Net
    Prepayment Interest Shortfall	  	0.00	 	  	 
    	 	  	 	  	 
    
	  	Net
    Prepayment Interest Excess	  	0.00	  	  	  	Total
    Fees	  	 	0.00	  
	  	Extension
    Interest	  	0.00	  	  	  	 
    	  	  	  	  
	 
    	 	  	 	  	  	 
    	Additional Administrative
    Expenses:	  	  	  	 
    
	  	Total
    Interest Collected	  	  	0.00	  	  	Reimbursement
    for Interest on Advances	  	0.00	  	  
	  	  	  	  	  	  	  	ASER
    Amount	  	0.00	  	  
	  	Principal:	  	  	  	  	  	Special
    Servicing Fee	  	0.00	  	  
	  	Scheduled
    Principal	  	0.00	  	  	  	Rating
    Agency Expenses	  	0.00	  	  
	  	Unscheduled
    Principal	  	0.00	  	  	  	Attorney
    Fees & Expenses	  	0.00	  	  
	  	Principal
    Prepayments	  	0.00	  	  	  	Bankruptcy
    Expense	  	0.00	  	  
	  	Collection
    of Principal after Maturity Date	  	0.00	  	  	  	Taxes
& Filing Expenses  	  	0.00	  	  
	 
    	Recoveries
    from Liquidation and Insurance Proceeds	  	0.00	  	  	 
    	Non-Recoverable
    Advances	  	0.00	  	 
    
	  	Excess
    of Prior Principal Amounts paid	  	0.00	  	  	  	Other
    Expenses	  	0.00	  	  
	 
    	Curtailments	  	0.00	  	  	 
    	  	  	  	  	 
    
	  	Negative
    Amortization	  	0.00	  	  	  	Total
    Additional Trust Fund Expenses	  	  	0.00	  
	 
    	Principal
                                         Adjustments
	  	0.00	  	  	 
    	  	  	  	  	 
    
	 
    	     Total
                                         Principal Collected
	  	 	  0.00	  	 
    	 	  	  	 	 
    
	  	 	  	  	 	  	  	  	  	  	  	  
	  	Other:	  	  	  	  	  	Payments
    to Noteholders & Others:	  	  	  	  
	  	Prepayment
                                 Penalties/Yield Maintenance
	  	0.00	  	  	  	Interest
    Distribution	  	0.00	  	  
	  	Repayment
                                 Fees
	  	0.00	  	  	  	Principal
    Distribution	  	0.00	  	  
	  	Borrower
                                 Option Extension Fees
	  	0.00	  	  	  	Prepayment
    Penalties/Yield Maintenance	  	0.00	  	  
	  	Equity
                                 Payments Received
	  	0.00	  	  	  	Borrower
    Option Extension Fees	  	0.00	  	  
	  	 
	  	 	  	  	  	Equity
    Payments Paid	  	0.00	  	  
	 
    	 	  	 	  	  	 
    	 	  	 	  	 
    
	 
    	Total
    Other Collected	  	 	 
    0.00	  	 
    	  	  	  	  	 
    
	 
    	Total
                                         Funds Collected
	  	  	0.00	 
    	 
    	Total
    Payments to Noteholders & Others	  	  	0.00	 
    
	 
    	 	  	  	 	 
    	 
    	Total
    Funds Distributed	  	  	0.00	 
    
	 	 	 	 	 	 	 	 	 	 	 	 



 


	Page 7 of 24


 





    	K-7



    	 



    


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	 	  	  	 	  	 
    
	  	Ratings Detail	  
	 
    	 
    	 
    	 
    	 	 
    	 
    	 	 
    	 
    
	 
    	Class	CUSIP	Original
    Ratings	Current
    Ratings (1)	 
    
	 
    	 	Moody’s	 	 	Moody’s	 	 
    
	 
    	A

         
	  	  	 	  	  	 	 
    	 
    
	 	B

         
	 	 	 	 	 	 	 	 
	 
    	 Preferred Shares

         
	 
    	 
    	 	 
    	 
    	 	 
    	 
    
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NR   - Designates that the class was
    not rated by the above agency at the time of original issuance.	 
	 	 	 X     - Designates that the above
rating agency did not rate any classes in this transaction at the time of original issuance. 	 
	 	 	N/A  - Data not available this period.	 
	 	 	 	 	 	 	 	 	 	 
	 	1) For any class not rated
    at the time of original issuance by any particular rating agency, no request has been made subsequent to issuance to
    obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the applicable
    rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
    Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.  	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Moody’s Investors Service	 	 	 	 	 	 
	 	 	99 Church Street	 	 	 	 	 	 
	 	 	New York, New York 10007	 	 	 	 	 	 
	 	 	(212) 553-0300	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 


	Page 8 of 24



 




    	K-8



    	 



    

 


 


EXHIBIT
K





	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	Current
                                         Mortgage Loan and Property Stratification Tables

        Aggregate Pool
	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	Property
                                         Type (1)
	  	State
                                         (1)
	  
	 
    	 
    	  	  	 
    
	 
    	Property
                                         Type

         
	#
                                         of

        Props.
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	  	State
	#
                                         of

        Props.
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 
    
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	 
    	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	Seasoning
	  	 	  
	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    
	 
    	Seasoning
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	  	 	 	 	 	 	 	 	 
    
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	  	  	  	  	  	  	  	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	  	 	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	See
    footnotes on last page of this section.	  
	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    



 


	Page 9 of 24


 




    	K-9



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	Current
                                         Mortgage Loan and Property Stratification Tables

        Aggregate Pool
	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	Scheduled
    Balance	  	Anticipated
                                         Remaining Term (ARD and Balloon Loans)
	  
	 
    	 
    	  	  	 
    
	 
    	Scheduled

        Balance
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	  	Anticipated
                                         Remaining

        Term (2)
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 
    
	  	  	  	  	  	  	  	 
    	  	 
    	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	 
    	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	 
    	  	  	  	  	  	 
    	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	Remaining Amortization
    Term (ARD and Balloon Loans)	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	  	  	  	  	  	  	  	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	  	Remaining
                                         Amortization

        Term
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	Note
    Rate	  	 
    	  	  	  	  	  	 
    	  
	 
    	  	  	  	  	  	  	  	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Note

        Rate
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	  	 	 	 	 	 	 	 	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 
    	  	Remaining
                    Stated Term (Fully Amortizing Loans)
	  
	  	  	  	  	  	  	  	 
    	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	Remaining
                                         Stated

        Term
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 
	  	  	  	  	  	  	  	 
    	  	 
    	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  	 
    	  	  	  	  	  	 
    	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	  	 	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	  	  	  	  	  	  	  	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	See
    footnotes on last page of this section.	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    


 



	Page 10 of 24


 





    	K-10



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	  	Current
                                         Mortgage Loan and Property Stratification Tables

        Aggregate Pool
	 
    
	  	  	  	  	  	  	  	  	  	 	  
	  	  	Debt
                                         Service Coverage Ratio (3)
	 	  
	 
    	  	  	 	 
    
	 
    	  	Debt
                                         Service

        Coverage Ratio
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 	 
    
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	 
    	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	 
    	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	  	  	  	  	  	  	  	  	  	 	  
	 	 	Age
    of Most Recent NOI	 	 
	 
    	  	  	  	  	  	  	  	  	 	 
    
	 
    	  	Age
                                         of Most

        Recent NOI
	#
                                         of

        loans
	Scheduled

        Balance
	%
                                         of

        Agg.

        Bal.
	WAM

        (2)
	WAC	Weighted

        Avg DSCR (3)
	 	 
    
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	  	  	  	  	  	  	  	  	 
    	 	  
	 
    	  	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	 
    	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    
	  	  	  	  	  	  	  	  	  	 	  
	  	(1)
                                         Data in this table was calculated by allocating pro-rata the current loan information
                                         to the properties based upon the Cut-Off Date balance of each property as disclosed in
                                         the offering document.
	  
	 	(2) Anticipated
    Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
    Date, if applicable, and the Maturity Date.	 
	 	(3) Debt Service
    Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
    the most current DSCR provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer,
    information from the offering document is used. The DSCRs reported by the Master Servicer may be based on a period of less
    than 12 months. Regardless, DSCRs are normalized based on the Most Recent Financial as of Start and End Dates as reported
    on the NOI Detail page of this statement. The Certificate Administrator makes no representations as to the accuracy of the
    data provided by the borrower for this calculation.	 
	 	 	 	 
	 
    	  	  	  	  	  	  	  	  	 	 
    



 


	Page 11 of 24




 




    	K-11



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 	 	 	 
	 
    	  Mortgage
                                         Loan Detail

         
	  	 
    
	 
    	Loan

        Number
	 
    	 
    	ODCR	 
    	 
    	Property

        Type (1)
	 
    	 
    	City	 
    	 
    	State	 
    	 
    	Interest

        Payment
	 
    	 
    	Principal

        Payment
	 
    	 
    	Gross

        Coupon
	 
    	 
    	Anticipated

        Repayment

        Date
	 
    	 
    	Maturity

        Date
	 
    	 
    	Neg.

        Amort

        (Y/N)
	 
    	 
    	Beginning

        Scheduled

        Balance
	 
    	 
    	Ending

        Scheduled

        Balance
	 
    	 
    	Paid

        Thru

        Date
	 
    	 
    	Appraisal

        Reduction

        Date
	 
    	 
    	Appraisal

        Reduction

        Amount
	 
    	 
    	Res.

        Strat.

        (2)
	 
    	 
    	Mod.

        Code

        (3)
	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	  




	  	* - Indicates new collateral added to the pool in previous
    month	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
    	(1)
    Property Type Code	  	(2)
    Resolution Strategy Code	  	(3)
    Modification Code	  	 
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	MF	-	 Multi-Family	  	OF	-	 Office	  	1	-	 Modification	  	6	-	 DPO	  	10  	-	 Deed in Lieu Of	  	1  	-	 Maturity Date Extension	  	6  	-	 Capitalization
    of Interest	  	  
	  	RT	-	 Retail	  	MU  	-	 Mixed Use	  	2 	-	 Foreclosure	  	7 	-	 REO	  	  	  	   Foreclosure	  	2	-	 Amortization Change	  	7	-	 Capitalization
    of Taxes	  	  
	  	HC	-	 Health Care	  	LO	-	 Lodging	  	3	-	 Bankruptcy	  	8	-	 Resolved	  	11	-	 Full Payoff	  	3	-	 Principal Write-Off	  	8	-	 Principal Write-Off	  	  
	  	IN	-	 Industrial	  	SS	-	 Self Storage	  	4	-	 Extension	  	9	-	 Pending Return	  	12	-	 Reps and Warranties	  	4	-	 Blank	  	9	-	 Combination	  	  
	  	WH  	-	 Warehouse	  	OT	-	 Other	  	5	-	 Note Sale	  	  	  	 to Master Servicer	  	13	-	 Other or TBD	  	5	-	 Termporary Rate
    Reduction	  	  	  	  	  	  
	  	MH	-	 Mobile Home Park	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 

         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


	Page 12 of 24



 




    	K-12



    	 



    


 


EXHIBIT
K





	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	  	  	 
    
	  	Principal
    Prepayment Detail	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Collateral
                                         Interest

        Number
	Loan
    Group	Offering
                                         Document

        Cross-Reference
	Principal
    Prepayment Amount	Prepayment
    Penalties	 
    
	 
    	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
    
	 
    	 

         
	 
    	 
    	 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                  
	 
    	 
    	 
    	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 	 

         

         
	 	 	 	 	 	 	 


 


 


 


	Page 13 of 24





    	K-13



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	 
    	 
    
	Historical
    Detail
	 
    	 
    	 
    
	 
    	Delinquencies	Prepayments	Rate
    and Maturities	 
    
	 
    	Distribution

        Date
	30-59
                                         Days

         #          Balance 
	60-89
                                         Days

         #          Balance 
	90
                                         Days or More

         #          Balance 
	Foreclosure

         #          Balance 
	REO

         #          Balance 
	Modifications

         #          Balance 
	Curtailments

         #          Balance 
	Payoff

         #          Balance 
	Next
                                         Weighted Avg.

        Coupon       Remit
	WAM	 
    
	 
    	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	  	 
    	  	 
    	  	 
    	  	 
    	 
    	 
    
	  	  	  
	  	Note: Foreclosure
    and REO Totals are excluded from the delinquencies.	  
	 
    	 
    	 
    



 


	Page 14 of 24



 




    	K-14



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 
    	 	 
    
	  	Delinquency
    Loan Detail	  
	 
    	 
    	 
    
	 
    	Collateral
                                         Interest

         Number
	Offering

        Document

        Cross-Reference
	#
                                         of

        Months

        Delinq.
	Paid
                                         Through

        Date
	Current

        P & I

        Advances
	Outstanding

        P & I

        Advances **
	Status
                                         of

        Mortgage

        Loan (1)
	Resolution

        Strategy

        Code (2)
	Servicing

        Transfer Date
	Foreclosure

        Date
	Actual

        Principal Balance
	Outstanding

        Servicing

        Advances
	Bankruptcy

        Date
	REO

        Date
	 
    
	 
    	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	 
    
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    




	 	 	 	 	 	 	 	 	 
	 
    	(1)
    Status of Mortgage Loan	  	(2)
                                         Resolution Strategy Code
	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 	 	 	  	  
	  	A	-	Payment Not Received	  	0	 -	 Current
	  	4	 -	 Assumed Scheduled
    Payment	  	1	 -	 Modification
	  	6	 -	 DPO	 	10 	- 	Deed
                                         In Lieu Of
	  
	  	 	 	  But Still in Grace
    Period	  	1	 -	 One
                                 Month Delinquent
	  	  	  	 
                                  (Performing Matured Balloon)
	  	2	 -	 Foreclosure
	  	7	 -	 REO	 	 	 	 
                                         Foreclosure
	  
	  	 	 	  Or Not Yet Due	  	2	 -	 Two
                                 Months Delinquent
	  	5	 -	 Non
                                        Performing Matured Balloon
	  	3	 -	 Bankruptcy
	  	8	 -	 Resolved	 	11 	- 	Full
                                         Payoff
	  
	  	B	-	Late Payment But Less	  	3	 -	 Three
                                        or More Months Delinquent
	  	 	 	 	  	4	 -	 Extension
	  	9	 -	 Pending Return	 	12 	- 	Reps
                                         and Warranties
	  
	 
    	 	 	 
                                         Than 1 Month Delinquent
	  	  	 	 	  	 	 	 	  	5	 -	 Note
                                         Sale
	  	 	 	 
     to Master Servicer	 	13 	- 	Other
                                         or TBD
	 
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	**
    Outstanding P & I Advances include the current period advance.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


	Page 15 of 24



 




    	K-15



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 
    	  	  	  	  	  	  	  	  	  	  	  	  	 	  	  	  	 
    
	  	Specially
                                         Serviced Loan Detail - Part 1

         
	  
	 
    	 Distribution

        Date
	Collateral
                                         Interest

        Number
	Offering

        Document

        Cross-Reference
	Servicing

        Transfer

        Date
	Resolution

        Strategy

        Code (1)
	Scheduled

        Balance
	Property

        Type (2)
	State	Interest

        Rate
	Actual

        Balance
	Net

        Operating

        Income
	NOI

        Date
	 DSCR	Note

        Date
	Maturity

        Date
	Remaining

        Amortization

        Term
	  
    
	 
    	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 	 
    	 
    	 
    	 
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	  	(1)
    Resolution Strategy Code	  	(2)
    Property Type Code	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	1	-	Modification	  	6	-  	DPO	  	10	-	Deed In Lieu Of	  	 MF	-	Multi-Family	  	 OF	-	Office	  
	  	2	-	Foreclosure	  	7	-	REO	  	  	  	Foreclosure	  	 RT	-	Retail	  	 MU	-	Mixed use	  
	  	3	-	Bankruptcy	  	8	-	Resolved	  	11	-	Full Payoff	  	 HC	-	Health Care	  	 LO	-	Lodging	  
	  	4	-	Extension	  	9	-	Pending Return	  	12	-	Reps and Warranties	  	 IN	-	Industrial	  	 SS	-	Self Storage	  
	 
    	5	-	Note
    Sale	  	  	  	to
    Master Servicer	  	13	-	Other
    or TBD	  	 WH
 MH	-
-	Warehouse
Mobile
    Home Park	 OT
	-	Other

         

         

         
	 
    


 



	Page 16 of 24



 




    	K-16



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	  	  	  	  	  	 
    
	 
    	  	 
    
	 
    	Specially
    Serviced Loan Detail - Part 2	 
    
	 
    	  	 
    
	 
    	Distribution

        Date
	Collateral
                                         Interest

         Number
	Offering

        Document

        Cross-Reference
	Resolution

        Strategy

        Code (1)
	Site

        Inspection

        Date
	Phase
    1 Date	Appraisal

        Date
	Appraisal

        Value
	Other
                                         REO

        Property Revenue
	Comment	 
    
	 
    	 
    	 
    	 
    	 
    	 

         

         

         

         
	 
    	 
    	 
    	 
    	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    
	 	 	 	 	 	 	 	 	 	 	 	 




	(1)
    Resolution Strategy Code
	  	  	  	  	  	  	  	  	  	  	  	  
	  	1	-	Modification	  	6	-	DPO	  	10	-	Deed
    In Lieu Of
	  	2	-	Foreclosure	  	7	-	REO	  	  	  	Foreclosure
	  	3	-	Bankruptcy	  	8	-	Resolved	  	11	-	Full
    Payoff
	  	4	-	Extension	  	9	-	Pending Return	  	12	-	Reps
    and Warranties
	 
    	5	-	Note
    Sale	  	  	  	to
    Master Servicer	  	13	  	Other
                                         or TBD

         

         

         



 



	Page 17 of 24


 





    	K-17



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	 
    
	  	Advance
    Summary	  
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	Current
                                         P&I

        Advances
	Outstanding
                                         P&I

        Advances
	Outstanding
                                         Servicing

        Advances
	Current
                                         Period Interest

        on P&I and Servicing

        Advances Paid
	 
    
	 
    	 

         
	 
    	 
    	 
    	 
    	 
    
	 
    	Totals	0.00  	0.00  	0.00  	0.00  	 
    
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 	 	 


 



	Page 18 of 24



 




    	K-18



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	  	  	  	 
    
	 
    	Modified
    Loan Detail	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Collateral
                                         Interest

        Number
	Offering

        Document

        Cross-Reference
	Pre-Modification

        Balance
	Post-Modification

        Balance
	Pre-Modification

        Interest Rate
	Post-Modification

        Interest Rate
	Modification

        Date
	Modification
    Description	 
    
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 

         

         
	 	 	 	 	 	 	 
	 
    	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 	 

         

         

         

         

         
	 	 	 	 	 	 	 	 


 



	Page 19 of 24



 




    	K-19



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    
	  	Historical
    Liquidated Loan Detail	  
	 
    	 
    	 
    
	 
    	Distribution

        Date
	ODCR	Beginning

        Scheduled

        Balance
	Fees,

        Advances,

        and Expenses *
	Most
                                         Recent

        Appraised

        Value or BPO
	Gross
                                         Sales

        Proceeds or

        Other Proceeds
	Net
                                         Proceeds

        Received on

        Liquidation
	Net
                                         Proceeds

        Available for

        Distribution
	Realized

        Loss to Trust
	Date
                                         of Current

        Period Adj.

        to Trust
	Current
                                         Period

        Adjustment

        to Trust
	Cumulative

        Adjustment

        to Trust
	Loss
                                         to Loan

        with Cum

        Adj. to Trust
	 
    
	 
    	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Current
    Total	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	Cumulative
    Total	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	    *
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	  
	 
    	  	 

         

         

         
	  	  	  	  	  	  	  	  	  	  	  	 
    



 


	Page 20 of 24



 




    	K-20



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


 


	 	 

        Historical Bond/Collateral
        Loss Reconciliation Detail

         
	 
	     	Distribution

        Date
	Offering

        Document

        Cross-Reference
	Beginning

        Balance

        at Liquidation
	Aggregate

        Realized Loss

        on Loans
	Prior
                                         Realized

        Loss Applied

        to Certificates
	Amounts

        Covered by

        Credit Support
	Interest

        (Shortages)/

        Excesses
	Modification

        /Appraisal

        Reduction Adj.
	Additional

        (Recoveries)

        /Expenses
	Realized
                                         Loss

        Applied to

        Certificates to Date
	Recoveries
                                         of

        Realized Losses

        Paid as Cash
	(Recoveries)/

        Losses Applied to

        Certificate Interest
	     
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
	 	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
	 	 

         
	 	 	 	 	 	 	 	 	 	 	 	 


 



	Page 21 of 24



 




    	K-21



    	 



    


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 	 

        Interest Shortfall
        Reconciliation Detail - Part 1

         
	 
	 	Offering

        Document

        Cross-Reference
	Stated
                                         Principal

        Balance at

        Contribution
	Current
                                         Ending

        Scheduled

        Balance
	Special
    Servicing Fees	 	 	Non-Recoverable

        (Scheduled

        Interest)
	Interest
                                         on

        Advances
	Modified
                                         Interest

        Rate (Reduction)

        /Excess
	 
	  	Monthly	Liquidation	Work
    Out	ASER	(PPIS)
    Excess	 
	     	 	 	     
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
	 	Totals	 	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
	 	 

         
	 	 	 	 	 	 	 	 	 	 	 


 


 




	Page 22 of 24



 




    	K-22



    	 



    


 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  
	 	 	 	 






	 
    	  	  	  	  	  	  	  	 
    
	Interest
    Shortfall Reconciliation Detail - Part 2
	  	  	  	  	  	  	  	  	  
	  	Offering	Stated
    Principal	 Current
    Ending	Reimb
    of Advances to the Servicer	 
    	 
    	  
	 
    	Document
	Balance
                                         at
	Scheduled
	Current
    Month	Left
    to Reimburse	Other
    (Shortfalls)/	Comments	 
    
	  	Cross-Reference
	Contribution
	Balance
	Master
    Servicer	Refunds	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	  	  	  	  	  	  	 
    	  
	  	Totals	 
    	 
    	 
    	 
    	 
    	 
    	  
	  	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 
    	 
    	  
	  	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 
    	 
    	  
	  	Total
    Interest Shortfall Allocated to Trust	0.00	 
    	 
    	  
	 
    	 
    	  	  	  	 
    
	  	  	  	  	  	  
	 
    	  	  	  	  	 
    



 


	Page 23 of 24



 




    	K-23



    	 



    

 


EXHIBIT
K



	 	 	 	 	 	 
	

        Wells
        Fargo Bank, N.A.

        Corporate Trust Services

        8480 Stagecoach Circle

        Frederick, MD 21701-4747
	 	DivCore CLO 2013-1, Ltd.	 	For
    Additional Information please contact

    CTSLink Customer Service

    1-866-846-4526

    Reports Available   www.ctslink.com
	 	 	Payment Date:	12/16/2013  
	 	 	Record Date:	12/01/2013  
	 	 	Determination Date:	12/09/2013  


 


	 
    	  	 
    
	  	Supplemental Reporting	  
	  	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         
	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	 
    	  	 
    



 


	Page 24 of 24



 




    	K-24