Form 8-K

8-K — Franklin BSP Realty Trust, Inc.

Accession: 0001104659-26-045531

Filed: 2026-04-20

Period: 2026-04-15

CIK: 0001562528

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2612124d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2612124d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 15, 2026

Franklin

BSP Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-40923

46-1406086

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

1 Madison Ave., Suite 1600

New York, New York 10010

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (212) 588-6770

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common

Stock, par value $0.01 per share

FBRT

New York Stock Exchange

7.50%

Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share

FBRT PRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On April 15, 2026 (the “Closing Date”),

a consolidated subsidiary of Franklin BSP Realty Trust, Inc. (the “Company”), BSPRT 2026-FL13 Issuer, LLC (the “Issuer”),

closed an approximately $880.4 million commercial real estate mortgage securitization transaction, and sold approximately $778.1 million

of the securitization’s notes in a private placement.

The notes were issued pursuant to an indenture

(the “Indenture”), dated as of the Closing Date, by and among the Issuer, Benefit Street Partners Realty Operating Partnership,

L.P., as advancing agent (the “Advancing Agent”), Wilmington Trust, National Association,, as trustee (the “Trustee”)

and Computershare Trust Company, National Association, as note administrator (the “Note Administrator”) and custodian, and

in other capacities.

The information contained in Item 2.03 of this

Form 8-K regarding the terms of the Indenture and the notes is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The Notes have not been registered under the Securities

Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered

or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the Securities Act and applicable state securities laws.

The net proceeds of the sale of the Offered Notes

will be used primarily to repay borrowings under the Company’s current credit facilities, fund future loans and investments and

for general corporate purposes.

The aggregate principal amounts of the following

nine classes of Notes (each, a “Class”) were issued pursuant to the terms of the Indenture: (i) $510,658,000 Class A

Senior Secured Floating Rate Notes Due 2043 (the “Class A Notes”); (ii) $97,950,000 Class A-S Second Priority

Secured Floating Rate Notes Due 2043 (the “Class A-S Notes”); (iii) $55,028,000 Class B Third Priority Secured

Floating Rate Notes Due 2043 (the “Class B Notes”); (iv) $55,028,000 Class C Fourth Priority Secured Floating

Rate Notes Due 2043 (the “Class C Notes”); (v) $31,916,000 Class D Fifth Priority Secured Floating Rate Notes

Due 2043 (the “Class D Notes”); (vi) $27,514,000 Class E Sixth Priority Secured Floating Rate Notes Due 2043

(the “Class E Notes” and, together with the Class A Notes, the Class A-S Notes, the Class B Notes, the

Class C Notes and the Class D Notes, the “Offered Notes”); $12,106,000 Class F Seventh Priority Secured Floating

Rate Notes Due 2043 (the “Class F Notes”), $11,005,000 Class G Eighth Priority Secured Floating Rate Notes Due 2043

(the “Class G Notes”), $19,810,000 Class H Ninth Priority Secured Floating Rate Notes Due 2043 (the “Class H

Notes”) and $59,431,101 Class J Income Notes Due 2043 (the “Class J Notes,” and together with the Class F

Notes, the Class G Notes, the Class H Notes and the Offered Notes, the “Notes”). A wholly-owned subsidiary of the

Company retained the preferred shares of the Issuer.

The Offered Notes are secured by a portfolio (the

“Portfolio”) comprising of commercial and/or multifamily real estate mortgage loans, combinations of a Mortgage Loan and a

related mezzanine loan and/or fully-funded senior, senior pari passu or pari passu participation interests or promissory

notes in (i) a Mortgage Loan, (ii) senior, senior pari passu or pari passu promissory notes evidencing a portion

of a Mortgage Loan or (iii) a Combined Loan with an aggregate principal balance of approximately $880.4 million as of the Closing

Date. Through its ownership of the equity of the Issuer, the Company intends to own the Portfolio until its maturity and will account

for the issuance of the Offered Notes on its balance sheet as a financing.

The Portfolio was purchased by the Issuer on the

Closing Date from a consolidated subsidiary of the Company, and such seller made certain representations and warranties to the Issuer

with respect to the mortgage assets it sold. If any such representations or warranties are materially inaccurate, the Issuer may compel

the seller to repurchase the affected mortgage assets from it for an amount not exceeding par plus accrued interest and certain additional

charges, if then applicable.

The Issuer, the Advancing Agent, Benefit Street

Partners L.L.C., the Note Administrator and the Trustee entered into a servicing agreement (the “Servicing Agreement”) with

NewPoint Real Estate Capital LLC, as servicer (the “Servicer”), BSP Special Servicer, LLC, as general special servicer

(the “General Special Servicer”), and Situs Holdings, LLC, as affiliated loan special servicer (the “Affiliated

Loan Special Servicer”), pursuant to which the Servicer agreed to act as the servicer for the mortgage assets, the General Special

Servicer agreed to act as general special servicer for the mortgage assets and the Affiliated Loan Special Servicer agreed to act as affiliated

loan special servicer.

In connection with its duties under the Servicing

Agreement, the Servicer will be entitled to a monthly servicing fee equal to 0.040% per annum of the outstanding principal balance of

each mortgage asset and a monthly investor reporting fee in the amount of $1,250. The Servicer will also be entitled to retain all late

payment charges and similar fees (to the extent not payable to the Special Servicer) and all income and gain realized from the investment

of funds deposited in the accounts maintained by the Servicer, subject to the terms of the Servicing Agreement.

In connection with its duties under the Servicing

Agreement, the Special Servicer will be entitled to a monthly special servicing fee equal to 0.25% per annum of the outstanding principal

balance of each specially serviced mortgage asset and additional special servicing compensation in the form of (i) a workout fee

with respect to each corrected mortgage asset equal to 1.00% of each collection of interest and principal for so long as it remains a

corrected mortgage asset and (ii) a liquidation fee equal to 1.00% of any liquidation proceeds or full or discounted payoff of a

specially serviced mortgage asset; provided that the Special Servicer will be entitled to receive only a liquidation fee or a workout

fee, but not both, with respect to any mortgage asset. The Special Servicer will also be entitled to reimbursement of expenses, as permitted

under the Servicing Agreement.

The Notes represent limited recourse obligations

of the Issuer, payable solely from the cash flow generated by the Portfolio and any other assets of the Company, including the proceeds

of any sale of assets by the Company. To the extent that cash flow from the Portfolio and other pledged assets is insufficient to make

payments in respect of the Notes, none of the shareholders, members, officers, directors, managers or incorporators of the Issuer, the

Note Administrator, the Trustee, the Servicer, the Special Servicer, the Placement Agents, any of their respective affiliates or any other

person or entity will have any obligation to pay any further amounts in respect of the Notes.

The Offered Notes have initial interest rates

as follows: 1.5000% plus 1 Month CME Term SOFR for the Class A Notes, 1.7000% plus 1 Month CME Term SOFR for the Class A-S Notes,

2.0000% plus 1 Month CME Term SOFR for the Class B Notes, 2.2000% plus 1 Month CME Term SOFR for the Class C Notes, 3.0500%

plus 1 Month CME Term SOFR for the Class D Notes, and 4.0000% plus 1 Month CME Term SOFR for the Class E Notes. Interest payments

on the Notes are payable monthly, beginning on May 18, 2026, until and including October 18, 2043, which is the stated maturity

date of each of the Notes. The Advancing Agent may be required to advance interest payments due on the Notes subject to the conditions

set forth in the Indenture.

Each Class of Notes will mature at par on

October 18, 2043, unless redeemed or repaid prior thereto. Principal payments on each class of Notes will be paid at the stated

maturity in accordance with the priority of payments set forth in the Indenture. It is anticipated, however, that the Notes will be paid

in advance of the stated maturity date in accordance with the priority of payments set forth in the Indenture. The initial weighted average

life of each class of Offered Notes is currently expected to be 3.09 years for the Class A Notes, 4.17 years for the Class A-S

Notes, 4.65 years for the Class B Notes, 4.68 years for the Class C Notes, 4.73 years for the Class D Notes and 4.76 years

for the Class E Notes. The calculation of the weighted average lives of the Offered Notes assumes certain collateral characteristics,

including that there are no prepayments, defaults or delinquencies. There can be no assurance that such assumptions will be met.

Subject to certain conditions described in the

Indenture, on any payment date occurring in January, April, July or October in each year, beginning on the payment date occurring

in April 2036, the Issuer will redeem the Notes.

The Notes are subject to a clean-up call redemption,

in whole but not in part, on any interest payment date on which the aggregate outstanding principal amount of the Offered Notes has been

reduced to 10% of the aggregate principal amount of the Offered Notes outstanding on the issuance date.

The Notes are also subject to a mandatory redemption,

subject to certain exceptions, on any interest payment date on which certain tests set forth in the Indenture are not satisfied.

If certain events occur that would make the Issuer

subject to paying U.S. income taxes or would make certain payments to or from the Issuer subject to withholding tax, then the Company

may require that the Issuer redeem all of the Notes.

In addition to standard events of default, the

Indenture also contains the following events of default: (1) the requirement of the Issuer or pool of assets securing the Notes to

register as an investment company under the Investment Company Act of 1940, as amended, and (2) the loss of the Issuer’s status

as a qualified REIT subsidiary or other disregarded entity of the Company, subject to certain exceptions.

The description of the Indenture above is a summary

and is qualified in its entirety by the terms of the Indenture, which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit

No.

Description

10.1

Indenture, dated as of April 15, 2026, by and among BSPRT 2026-FL13 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, Wilmington Trust, National Association, as trustee and Computershare Trust Company, National Association, as note administrator and custodian.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

FRANKLIN BSP REALTY TRUST, INC.

By:

/s/

Jerome S. Baglien

Name:

Jerome S. Baglien

Title:

Chief Financial Officer and Chief Operating Officer

Date: April 20, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612124d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

BSPRT 2026-FL13 ISSUER, LLC,

as Issuer

BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP,

L.P.,

as Advancing Agent

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Note Administrator

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Custodian

INDENTURE

Dated as of April 15, 2026

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.1

Definitions

Section 1.2

Interest Calculation Convention

Section 1.3

Rounding Convention

ARTICLE 2

THE NOTES

Section 2.1

Forms Generally

Section 2.2

Forms of Notes and Certificate

of Authentication

Section 2.3

Authorized Amount; Stated Maturity

Date; and Denominations

Section 2.4

Execution, Authentication, Delivery

and Dating

Section 2.5

Registration, Registration of

Transfer and Exchange

Section 2.6

Mutilated, Defaced, Destroyed,

Lost or Stolen Note

Section 2.7

Payment of Principal and Interest

and Other Amounts; Principal and Interest Rights Preserved

Section 2.8

Persons Deemed Owners

Section 2.9

Cancellation

Section 2.10

Global Notes; Definitive Notes;

Temporary Notes

Section 2.11

U.S. Tax Treatment of Notes

and the Issuer

Section 2.12

Authenticating Agents

Section 2.13

Forced Sale on Failure to Comply

with Restrictions

Section 2.14

No Gross Up

Section 2.15

Credit Risk Retention

Section 2.16

Effect of Benchmark Transition

Event.

Section 2.17

Certain U.S. Federal Income

Tax Accounting Applicable to FBRT Sub REIT’s Treatment of the Class J Notes.

Section 2.18

EU/UK Transparency Requirements

ARTICLE 3

CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS

Section 3.1

General Provisions

Section 3.2

Security for Secured Notes

Section 3.3

Transfer of Collateral

-i-

ARTICLE 4

SATISFACTION AND DISCHARGE

Section 4.1

Satisfaction and Discharge of

Indenture

Section 4.2

Application of Amounts held

in Trust

Section 4.3

Repayment of Amounts Held by

Paying Agent

Section 4.4

Limitation on Obligation to

Incur Company Administrative Expenses

ARTICLE 5

REMEDIES

Section 5.1

Events of Default

Section 5.2

Acceleration of Maturity; Rescission

and Annulment

Section 5.3

Collection of Indebtedness and

Suits for Enforcement by Trustee

Section 5.4

Remedies

101

Section 5.5

Preservation of Collateral

103

Section 5.6

Trustee May Enforce Claims

Without Possession of Notes

104

Section 5.7

Application of Amounts Collected

104

Section 5.8

Limitation on Suits

104

Section 5.9

Unconditional Rights of Noteholders

to Receive Principal and Interest

105

Section 5.10

Restoration of Rights and Remedies

106

Section 5.11

Rights and Remedies Cumulative

106

Section 5.12

Delay or Omission Not Waiver

106

Section 5.13

Control by the Controlling Class

106

Section 5.14

Waiver of Past Defaults

106

Section 5.15

Undertaking for Costs

107

Section 5.16

Waiver of Stay or Extension

Laws

107

Section 5.17

Sale of Collateral

108

Section 5.18

Action on the Notes

108

ARTICLE 6

THE TRUSTEE AND NOTE ADMINISTRATOR

Section 6.1

Certain Duties and Responsibilities

109

Section 6.2

Notice of Default

111

Section 6.3

Certain Rights of Trustee and

Note Administrator

112

Section 6.4

Not Responsible for Recitals

or Issuance of Notes

115

Section 6.5

May Hold Notes

115

Section 6.6

Amounts Held in Trust

115

Section 6.7

Compensation and Reimbursement

115

Section 6.8

Corporate Trustee Required;

Eligibility

117

Section 6.9

Resignation and Removal; Appointment

of Successor

117

Section 6.10

Acceptance of Appointment by

Successor

120

-ii-

Section 6.11

Merger, Conversion, Consolidation

or Succession to Business of Trustee and Note Administrator

120

Section 6.12

Co-Trustees and Separate Trustee

120

Section 6.13

Direction to enter into the

Servicing Agreement

121

Section 6.14

Representations and Warranties

of the Trustee

122

Section 6.15

Representations and Warranties

of the Note Administrator

122

Section 6.16

Requests for Consents

123

Section 6.17

Withholding

123

ARTICLE 7

COVENANTS

Section 7.1

Payment of Principal and Interest

124

Section 7.2

Maintenance of Office or Agency

124

Section 7.3

Amounts for Note Payments to

be Held in Trust

125

Section 7.4

Existence of the Issuer

127

Section 7.5

Protection of Collateral

127

Section 7.6

Notice of Any Amendments

129

Section 7.7

Performance of Obligations

129

Section 7.8

Negative Covenants

130

Section 7.9

Statement as to Compliance

132

Section 7.10

Issuer May Consolidate

or Merge Only on Certain Terms

132

Section 7.11

Successor Substituted

134

Section 7.12

No Other Business

134

Section 7.13

Reporting

134

Section 7.14

Calculation Agent

134

Section 7.15

REIT Status

135

Section 7.16

Permitted Subsidiaries

136

Section 7.17

Repurchase Requests

136

Section 7.18

Purchase of the Delayed Acquisition

Collateral Interests

137

Section 7.19

[Reserved]

137

Section 7.20

Servicing of Commercial Real

Estate Loans and Control of Servicing Decisions

138

Section 7.21

ABS Due Diligence Services

138

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1

Supplemental Indentures Without

Consent of Noteholders

138

Section 8.2

Supplemental Indentures with

Consent of Noteholders

141

Section 8.3

Execution of Supplemental Indentures

143

Section 8.4

Effect of Supplemental Indentures

145

Section 8.5

Reference in Notes to Supplemental

Indentures

145

-iii-

ARTICLE 9

REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES

Section 9.1

Clean-up Call; Tax Redemption;

Optional Redemption; and Auction Call Redemption

145

Section 9.2

Record Date for Redemption

146

Section 9.3

Notice of Redemption or Maturity

147

Section 9.4

Notes Payable on Redemption

Date

147

Section 9.5

Mandatory Redemption

148

ARTICLE 10

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1

Collection of Amounts; Custodial

Account

148

Section 10.2

Reinvestment Account

148

Section 10.3

Payment Account

150

Section 10.4

Expense Reserve Account

150

Section 10.5

Unused Proceeds Account

151

Section 10.6

Interest Advances

153

Section 10.7

Reports by Parties

156

Section 10.8

Reports; Accountings

156

Section 10.9

Release of Collateral Interests;

Release of Collateral

160

Section 10.10

[Reserved]

161

Section 10.11

Information Available Electronically

161

Section 10.12

Investor Q&A Forum; Investor

Registry

165

Section 10.13

Certain Procedures

167

ARTICLE 11

APPLICATION OF FUNDS

Section 11.1

Disbursements of Amounts from

Payment Account

167

Section 11.2

Securities Accounts

173

ARTICLE 12

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

Section 12.1

Sales of Collateral Interests

174

Section 12.2

Reinvestment Collateral Interests

177

Section 12.3

Conditions Applicable to all

Transactions Involving Sale or Grant

178

Section 12.4

Modifications to Note Protection

Tests

178

Section 12.5

Future Funding Agreement

179

-iv-

Section 12.6

Cross-Collateralized and Cross-Defaulted

Collateral Interests and Combined Loans

179

Section 12.7

Sales following Repurchase Request

or Combined Loan Disposition Event

180

ARTICLE 13

NOTEHOLDERS’ RELATIONS

Section 13.1

Subordination

180

Section 13.2

Standard of Conduct

183

ARTICLE 14

MISCELLANEOUS

Section 14.1

Form of Documents Delivered

to the Trustee and Note Administrator

183

Section 14.2

Acts of Noteholders

184

Section 14.3

Notices, etc., to the Trustee,

the Note Administrator, the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Placement Agents, the Collateral

Manager, the Custodian and the Rating Agencies

185

Section 14.4

Notices to Noteholders; Waiver

189

Section 14.5

Effect of Headings and Table

of Contents

190

Section 14.6

Successors and Assigns

190

Section 14.7

Severability

190

Section 14.8

Benefits of Indenture

190

Section 14.9

Governing Law; Waiver of Jury

Trial

190

Section 14.10

Submission to Jurisdiction

191

Section 14.11

Counterparts

191

Section 14.12

17g-5 Information

191

Section 14.13

Rating Agency Condition

193

Section 14.14

Patriot Act Compliance

194

Section 14.15

Merger, Conversion, Consolidation

or Succession to Business of Custodian

194

ARTICLE 15

ASSIGNMENT OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS

Section 15.1

Assignment of Collateral Interest

Purchase Agreement

194

-v-

ARTICLE 16

CURE RIGHTS; PURCHASE RIGHTS

Section 16.1

[Reserved]

196

Section 16.2

Collateral Interest Purchase

Agreements

196

Section 16.3

Operating Advisor

197

Section 16.4

Purchase Right; Holder of a

Majority of the Class J Notes

197

ARTICLE 17

ADVANCING AGENT

Section 17.1

Liability of the Advancing Agent

197

Section 17.2

Merger or Consolidation of the

Advancing Agent

197

Section 17.3

Limitation on Liability of the

Advancing Agent and Others

198

Section 17.4

Representations and Warranties

of the Advancing Agent

198

Section 17.5

Resignation and Removal; Appointment

of Successor

199

Section 17.6

Acceptance of Appointment by

Successor Advancing Agent

200

Section 17.7

Removal and Replacement of Backup

Advancing Agent

201

SCHEDULES

Schedule A

Schedule of Collateral

Interests

Schedule B

Benchmark

Schedule C

List of Authorized Officers

of Collateral Manager

EXHIBITS

Exhibit A-1

Form of Class A Senior

Secured Floating Rate Note (Global Note)

Exhibit A-2

Form of Class A Senior

Secured Floating Rate Note (Definitive Note)

Exhibit B-1

Form of Class A-S

Second Priority Secured Floating Rate Note (Global Note)

Exhibit B-2

Form of Class A-S

Second Priority Secured Floating Rate Note (Definitive Note)

Exhibit C-1

Form of Class B Third

Priority Secured Floating Rate Note (Global Note)

Exhibit C-2

Form of Class B Third

Priority Secured Floating Rate Note (Definitive Note)

Exhibit D-1

Form of Class C Fourth

Priority Secured Floating Rate Note (Global Note)

Exhibit D-2

Form of Class C Fourth

Priority Secured Floating Rate Note (Definitive Note)

Exhibit E-1

Form of Class D Fifth

Priority Secured Floating Rate Note (Global Note)

Exhibit E-2

Form of Class D Fifth

Priority Secured Floating Rate Note (Definitive Note)

Exhibit F-1

Form of Class E Sixth

Priority Secured Floating Rate Note (Global Note)

Exhibit F-2

Form of Class E Sixth

Priority Secured Floating Rate Note (Definitive Note)

Exhibit G-1

Form of Class F Seventh

Priority Secured Floating Rate Note (Global Note)

Exhibit G-2

Form of Class F Seventh

Priority Secured Floating Rate Note (Definitive Note)

Exhibit H-1

Form of Class G Eighth

Priority Secured Floating Rate Note (Global Note)

Exhibit H-2

Form of Class G Eighth

Priority Secured Floating Rate Note (Definitive Note)

Exhibit I-1

Form of Class H Ninth

Priority Secured Floating Rate Note (Global Note)

-vi-

Exhibit I-2

Form of Class H Ninth

Priority Secured Floating Rate Note (Definitive Note)

Exhibit J-1

Form of Class J Income

Note (Definitive Note)

Exhibit K-1

Form of Transfer Certificate

– Regulation S Global Note

Exhibit K-2

Form of Transfer Certificate

– Rule 144A Global Note

Exhibit K-3

Form of Transfer Certificate

– Definitive Note

Exhibit L

Form of Closing Document

Checklist Regarding the Collateral Interest File

Exhibit M

Form of Custodian Receipt

Exhibit N

Form of Request for Release

Exhibit O

Form of NRSRO Certification

Exhibit P

Form of Online Market Data

Provider Certification

Exhibit Q

Form of Representations

and Warranties For Collateral Interests

Exhibit R

Form of Note Administrator’s

Monthly Report

Exhibit S-1

Form of Investor Certification

(for Non-Borrower Affiliates)

Exhibit S-2

Form of Investor Certification

(for Borrower Affiliates)

Exhibit S-3

Form of Investor Certification

(for Applicable Investors and Relevant Recipients)

-vii-

INDENTURE,

dated as of April 15, 2026, by and among BSPRT 2026-FL13 ISSUER, LLC, a limited liability company formed under the laws of

Delaware (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (herein,

together with its permitted successors and assigns in the trusts hereunder, the “Trustee”), COMPUTERSHARE TRUST COMPANY,

NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication

agent and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the “Note

Administrator”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as custodian (herein, together with its permitted successors

and assigns in the trusts hereunder, the “Custodian”), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P.

(including any successor by merger, “BSPRT Operating Partnership”), a Delaware limited partnership, as advancing agent

(herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

PRELIMINARY STATEMENT

The 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 herein are for the benefit and security of the Secured Parties. The Issuer, the Note Administrator, in all of its capacities

hereunder, the Custodian, the Trustee and the Advancing Agent are entering into this Indenture, and the Trustee is accepting the trusts

created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make

this Indenture a valid agreement of the Issuer in accordance with this Indenture’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to

the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in each case,

whether now owned or existing, or hereafter acquired or arising out of (in each case, to the extent of the Issuer’s interest therein

and specifically excluding any interest in the related Future Funding Participation therein):

(a)            the

Closing Date Collateral Interests listed on Schedule A hereto which the Issuer purchases on the Closing Date and causes to be delivered

to the Trustee (directly or through an agent or bailee) herewith, including all payments thereon or with respect thereto, and all Collateral

Interests which are delivered to the Trustee (directly or through an agent or bailee) after the Closing Date pursuant to the terms hereof

(including, without limitation, all Delayed Acquisition Collateral Interests, Reinvestment Collateral Interests and Exchange Collateral

Interests acquired by the Issuer after the Closing Date) and all payments thereon or with respect thereto;

(b)            the

Servicing Accounts, the Indenture Accounts and the related security entitlements and all income from the investment of funds in any of

the foregoing at any time credited to any of the foregoing accounts;

Eligible Investments;

(d)            the

rights of the Issuer under the Collateral Management Agreement, the Collateral Interest Purchase Agreement and the Servicing Agreement;

(e)            all

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

(f)             all

other investment property, instruments and general intangibles in which the Issuer has an interest;

(g)            the

Issuer’s ownership interest in, and rights to, all Permitted Subsidiaries; and

(h)            all

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

The

collateral described in the foregoing clauses (a) through (h), with the exception of any related Future Funding Participation

therein, is referred to herein as the “Collateral.” Such Grants are made to secure the Secured Notes equally

and ratably without prejudice, priority or distinction between any Secured Note and any other Secured 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 Secured Notes in accordance with their terms, (ii) the payment of all other sums payable under this

Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall,

for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments

granted by or on behalf of the Issuer to the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments

satisfy the criteria set forth in the definitions of “Collateral Interest” or “Eligible Investment,” as the case

may be.

Except to the extent otherwise

provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to

agreements made and to be performed therein, for the benefit of the Noteholders. Upon the occurrence and during the continuation of any

Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Collateral held for the benefit

and security of the Noteholders or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all

rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the assignments and

security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable

law and the terms of this Indenture, to exercise, sell or apply any rights and other interests assigned or pledged hereby in accordance

with the terms hereof at public and private sale.

The Trustee acknowledges such

Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with,

and subject to, the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively protected in accordance

with this Indenture.

Notwithstanding anything in

this Indenture to the contrary, for all purposes hereunder, no holder of Class J Notes shall be a secured party for purposes of the

Grant by virtue of holding such Notes.

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ARTICLE 1

DEFINITIONS

Section 1.1             Definitions.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth

below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms

of such terms and to the masculine, feminine and neuter genders of such terms. The word “including” and its variations shall

mean “including without limitation.” Whenever any reference is made to an amount the determination of which is governed by

Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether

or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly

specified in the particular provision. All references in this Indenture to designated “Articles,” “Sections,”

“Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this

Indenture as originally executed. The words “herein,” “hereof,” “hereunder” and other words of similar

import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

“17g-5

Information”: The meaning specified in Section 14.3(h) hereof.

“17g-5

Information Provider”: The meaning specified in Section 14.12(a) hereof.

“17g-5

Website”: A password-protected internet website maintained by the 17g-5 Information Provider, which shall initially be located

at www.ctslink.com, under the “NRSRO” tab for this transaction. Any change of the 17g-5 Website shall only occur after notice

has been delivered by the 17g-5 Information Provider to the Issuer, the Note Administrator, the Trustee, the Collateral Manager, the Servicer,

the Special Servicer, the Placement Agents and the Rating Agencies, which notice shall set forth the date of change and new location of

the 17g-5 Website.

“1940

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

“Access

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

“Account”:

Any of the Servicing Accounts and the Indenture Accounts.

“Accountants’

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

“Act”

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

“Acquisition

and Disposition Requirements”: With respect to any acquisition (whether by purchase or otherwise) or disposition of a Collateral

Interest, satisfaction of each of the following conditions: (a) such Collateral Interest is being acquired or disposed of in accordance

with the terms and conditions set forth in this Indenture; (b) the acquisition or disposition of such Collateral Interest does not

result in a reduction or withdrawal of the then current rating issued by Fitch or KBRA on any Class of Notes then outstanding; and

(c) such Collateral Interest is not being acquired or disposed of for the primary purpose of recognizing gains or decreasing losses

resulting from market value changes.

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“Acquisition

Criteria”: Acquisitions of Reinvestment Collateral Interests and Exchange Collateral Interests will be permitted only

if, as of the date of the commitment to purchase such Collateral Interest:

(i) the

Note Protection Tests are satisfied;

(ii) no

Event of Default has occurred and is continuing; and

(iii) its

acquisition will be in compliance with the Acquisition and Disposition Requirements.

“Advance

Rate”: The meaning specified in the Servicing Agreement.

“Advancing

Agent”: BSPRT Operating Partnership, solely in its capacity as advancing agent hereunder, unless a successor Person shall have

become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter “Advancing Agent” shall

mean such successor Person.

“Advancing

Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of

Payments, equal to 0.02% per annum on the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes and

the Class B Notes on such Payment Date prior to giving effect to distributions with respect to such Payment Date. Such fee shall

accrue on the basis of the actual number of days during the related Interest Accrual Period divided by 360.

“Advisers

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

“Advisory

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

“Affiliate”:

With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common

control with, such Person or (ii) any other Person who is a director, Officer or employee (a) of such Person, (b) of any

subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this

definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary

voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies

of such Person whether by contract or otherwise. The Note Administrator, the Servicer and the Trustee may rely on certifications of any

Holder or party hereto regarding such Person’s affiliations.

“Affiliated

Loan Special Servicer”: Situs Holdings, LLC, a Delaware limited liability company, solely in its capacity as affiliated

loan special servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall

have become the affiliated loan special servicer pursuant to the appropriate provisions of the Servicing Agreement.

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“Agent

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

“Aggregate

Outstanding Amount”: With respect to any Class or Classes of the Notes as of any date of determination, the aggregate principal

balance of such Class or Classes of Notes Outstanding as of such date of determination, which includes in the case of the Class C

Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Class H Notes, any

Deferred Interest with respect to such Class.

“Aggregate

Outstanding Portfolio Balance”: On the date of determination thereof, the sum of (without duplication) (i) the Aggregate

Principal Balance of the Collateral Interests, (ii) the aggregate Principal Balance of all Cash and Eligible Investments held as

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

Account and the Reinvestment Account.

“Aggregate

Principal Balance”: When used with respect to any Collateral Interests as of any date of determination, the sum of the Principal

Balances on such date of determination of all such Collateral Interests.

“Anticipated Takeout

Evidence”: An executed letter of commitment or term sheet provided by an institutional lender, letter of intent, signed purchase

and sale agreement, or other evidence of anticipated refinancing or sale in accordance with market practices governing the purchase, sale

and financing of commercial real estate loans and commercial real estate properties.

“Applicable Fitch Eligible

Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt

obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A”

by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which

are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.

“Applicable Investor”:

The registered holder of an Offered Note (or the holder of a beneficial interest therein) that is (i) an EU Institutional Investor

or a UK Institutional Investor or (ii) managed by an institution that is an EU Institutional Investor or a UK Institutional Investor,

and which, in each case, has delivered a notice to the Issuer on or prior to its purchase of such interest in such Note or, if it (or

its manager) becomes subject to the EU/UK Due Diligence Requirements and while it continues to hold such interest in such Note, then promptly

after such date, certifying that it (or its manager) is an EU Institutional Investor or a UK Institutional Investor (as applicable), which

notice is to be sent by email to the following email address: crelegal@bspcredit.com.

“Applicable

KBRA Eligible Investment Rating”: In the case of Eligible Investments, the short-term debt obligations of which are rated

at least “K1” by KBRA, or the long-term debt obligations of which are rated at least “AAA” by KBRA, or, if not

then rated by KBRA, an equivalent or higher rating by two other NRSROs (which may include Fitch).

-5-

“Appraisal”:

The meaning specified in the Servicing Agreement.

“Appraisal

Reduction Amount”: With respect to any Commercial Real Estate Loan as to which an Appraisal Reduction Event has occurred, an

amount equal to the excess, if any, of (a) the Principal Balance of such Commercial Real Estate Loan, plus all other amounts

due and unpaid with respect to such Commercial Real Estate Loan, minus (b) the sum of (i) an amount equal to 90% of the

aggregate as-is appraised value of the related Mortgaged Property or Mortgaged Properties (net of any liens senior to the lien of the

related mortgage) as determined by an Updated Appraisal on each such Mortgaged Property, plus (ii) the aggregate amount of

all reserves, letters of credit and escrows held in connection with such Commercial Real Estate Loan (other than escrows and reserves

for unpaid real estate taxes and assessments and insurance premiums), plus (iii) all insurance and casualty proceeds and condemnation

awards that constitute collateral for such Commercial Real Estate Loan (whether paid or then payable by any insurance company or government

authority). With respect to any Collateral Interest that is a Participation, any Appraisal Reduction Amount will be allocated to such

participation interest or promissory note as provided under the applicable Participation Agreement; provided that if such allocation is

not provided for under the applicable Participation Agreement, any Appraisal Reduction Amount will be deemed allocated in reverse sequential

order (if applicable) and on a pro rata and pari passu basis among the related participations and promissory notes, as applicable,

of the same seniority, based on the outstanding principal balance thereof. With respect to any Combined Loan, any Appraisal Reduction

Amount will be calculated as, and allocated to, the Combined Loan as a whole.

“Appraisal

Reduction Event”: With respect to any Commercial Real Estate Loan, the occurrence of any of the following events: (i) the

90th day following the occurrence of any uncured delinquency in any monthly payment; (ii) receipt of notice that the related

borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity or the 90th

day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed; (iii) the

date on which any related underlying Mortgaged Property becomes an REO Property as set forth pursuant to the Servicing Agreement; (iv) the

date on which such Commercial Real Estate Loan becomes a Modified Commercial Real Estate Loan; or (v) a payment default occurs with

respect to a balloon payment due on such Commercial Real Estate Loan; provided, however, that if (w) the related borrower

is diligently seeking a refinancing commitment or sale of the underlying property, (x) the related borrower continues to make (or

a related mezzanine lender, subordinate lender or companion participation or note holder, on behalf of the borrower, continues to make)

its original scheduled payments, (y) no other Appraisal Reduction Event has occurred with respect to such Commercial Real Estate

Loan, and (z) the Collateral Manager consents, then an Appraisal Reduction Event with respect to this clause (v) will be deemed

not to occur on or before the 90th day after the original maturity date (inclusive of all extension options that the related

borrower had right to elect and did so elect pursuant to the instrument related to such Commercial Real Estate Loan) of such Commercial

Real Estate Loan; and provided, further, that if (x) the related borrower has delivered to the Servicer, on or before

the 90th day after the original maturity date, Anticipated Takeout Evidence reasonably acceptable to the Servicer, (y) the

borrower continues to make (or a related mezzanine lender, subordinate lender or companion participation or note holder, on behalf of

the borrower, continues to make) its original scheduled payments and (z) no other Appraisal Reduction Event has occurred with respect

to such Commercial Real Estate Loan, then an Appraisal Reduction Event will be deemed not to occur until the earlier of (A) 120 days

following the original maturity date of such Commercial Real Estate Loan and (B) termination or expiration of the Anticipated Takeout

Evidence.

-6-

“Article 15

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

“As-Stabilized

LTV”: With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the Collateral Manager

in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest to the value estimate of the

related Mortgaged Property as reflected in an appraisal that was obtained not more than twelve (12) months prior to the date of determination

(or, if originated by the Seller or an affiliate thereof, not more than six (6) months prior to the date of origination), which value

is based on the appraisal or portion of an appraisal that states an “as-stabilized” value and/or “as-renovated”

value for such property (unless such property achieved stabilization prior to the appraisal, in which case the current “as-is”

value will be used), which may be based on the assumption that certain events will occur, including without limitation, with respect to

the re-tenanting, renovation or other repositioning of such property and, may be based on the capitalization rate reflected in such appraisal;

provided that if the appraisal was not obtained within three (3) months prior to the date of determination, the Collateral

Manager may adjust such capitalization rate in its reasonable good faith judgment executed in accordance with the Collateral Management

Standard. In determining As-Stabilized LTV for any Reinvestment Collateral Interest or Exchange Collateral Interest that is a Participation,

the calculation of As-Stabilized LTV will take into account the outstanding Principal Balance of the Participation being acquired by the

Issuer and all related Non-Acquired Participation(s) (assuming fully funded) that are senior or pari passu in right of repayment.

In determining the As-Stabilized LTV for any Reinvestment Collateral Interest or Exchange Collateral Interest that is cross-collateralized

with one or more other Collateral Interests, the As-Stabilized LTV will be calculated with respect to the cross-collateralized group in

the aggregate. In determining As-Stabilized LTV for any Reinvestment Collateral Interest or Exchange Collateral Interest secured by a

Mortgaged Property with respect to which the property owner has incurred PACE financing, the calculation of As-Stabilized LTV will take

into account the outstanding principal amount of such PACE financing.

“Asset

Documents”: The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement,

servicing agreement or other agreement pursuant to which a Collateral Interest (and the related Commercial Real Estate Loan) or an Eligible

Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such

Collateral Interest (and the related Commercial Real Estate Loan) or an Eligible Investment or of which holders of such Collateral Interest

(and the related Commercial Real Estate Loan) or an Eligible Investment are the beneficiaries.

“Assisted Living Facility”:

A facility licensed by a state Healthcare Authority to provide supervision or assistance with activities of daily living, coordination

of services by healthcare providers and monitoring of resident activities to help ensure their health, safety and well-being.

“ATLAS SP”:

ATLAS SP Securities, a division of Apollo Global Securities, LLC.

-7-

“Auction

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

“Authenticating

Agent”: With respect to the Notes or a Class of the Notes, the Person designated by the Note Administrator to authenticate

such Notes on behalf of the Note Administrator pursuant to Section 2.12 hereof.

“Authorized

Officer”: With respect to the Issuer, any Officer (or attorney-in-fact appointed by the Issuer) who is authorized to act for

the Issuer in matters relating to, and binding upon, the Issuer. With respect to the Collateral Manager, the Persons listed on Schedule C

attached hereto or such other Person or Persons specified by the Collateral Manager by written notice to the other parties hereto. With

respect to the Servicer, a “Responsible Officer” of the Servicer as set forth in the Servicing Agreement. With respect to

the Note Administrator or the Trustee or any other bank or trust company acting as trustee of an express trust, a Trust Officer. Each

party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person

to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the

contrary.

“Backup Advancing Agent”:

The Note Administrator, solely in its capacity as Backup Advancing Agent hereunder, or any successor Backup Advancing Agent; provided

that any such successor Backup Advancing Agent must be a financial institution having a long-term unsecured debt rating at least equal

to “A-” by Fitch and a short-term unsecured debt rating from Fitch at least equal to “F1.”

“Bankruptcy

Code”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time.

“Barclays”:

Barclays Capital Inc.

“Benchmark”:

The reference rate used to determine the rate at which interest will accrue on a Class of Notes, which (1) initially

will be Term SOFR and (2) from and after the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date,

will be the applicable Benchmark Replacement.

“Benchmark

Determination Date”: With respect to any Interest Accrual Period, (1) if the Benchmark is Term SOFR, the second

SOFR Business Day preceding the first Business Day of such Interest Accrual Period and (2) if the Benchmark is not Term SOFR, the

date determined in accordance with the Benchmark Replacement Conforming Changes.

“Benchmark Replacement”:

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

(1)            Compounded

SOFR;

(2)            the

sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

-8-

(3)            the

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

(4)            the

sum of: (a) the alternate rate of interest that has been selected by the Collateral Manager as the replacement for the then-current

Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for

the then-current Benchmark for U.S. dollar denominated securitizations at such time and (b) the Benchmark Replacement Adjustment.

In no event may the Benchmark

Replacement be less than zero.

“Benchmark Replacement

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

Replacement Date:

(1)            the

spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero),

that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)            if

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

(3)            the

spread adjustment (which may be a positive or negative value or zero) that has been selected by the Collateral Manager giving due consideration

to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the

then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated securitization transactions at

such time.

“Benchmark Replacement

Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational changes (including,

but not limited to, changes to the definition of “Interest Accrual Period”, setting an applicable Benchmark Determination

Date and Reference Time, the timing and frequency of determining rates and making payments of interest, the method for calculating the

Benchmark Replacement and other administrative matters, which may, for the avoidance of doubt, have a material economic impact on the

Notes) that, the Collateral Manager decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially

consistent with market practice (or, if the Collateral Manager decides that adoption of any portion of such market practice is not administratively

feasible or if the Collateral Manager determines that no market practice for use of the Benchmark Replacement exists, in such other manner

as the Collateral Manager determines is reasonably necessary).

“Benchmark

Replacement Date”: The date selected by the Collateral Manager, in its sole discretion, to be an appropriate Benchmark Replacement

Date based on market practice.

The Collateral Manager shall

provide written notice of its selected Benchmark Replacement Date to the Issuer, the Advancing Agent, the Servicer, the Special Servicer,

the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders and the Rating

Agencies at least thirty (30) days prior to such Benchmark Replacement Date.

-9-

“Benchmark Transition

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

(1) a

public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that the administrator

has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a

public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for

the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority

with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over

the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark

permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that

will continue to provide the Benchmark; or

(3) a

public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the

Benchmark is no longer representative.

“Board

of Directors”: With respect to the Issuer, the LLC Managers duly appointed by the sole member of the Issuer or otherwise.

“Board

Resolution”: With respect to the Issuer, a resolution or unanimous written consent of the LLC Managers or the sole member of

the Issuer.

“BSPRT

Holder”: BSPRT 2026-FL13 Holder, LLC, a direct wholly-owned subsidiary of FBRT Sub REIT.

“BSPRT

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

“Build-to-Rent Property”:

A Multifamily Property that (A) consists primarily of one or more parcels improved with (i) detached or semi-detached single-family

or duplex rental residences, (ii) rental townhomes, or (iii) any combination of the foregoing, (B) was designed and constructed

with the intent that its residential units be operated as rental units, and (C) was designed to provide tenants with an experience

comparable to single-family residential living.

“Business

Day”: Any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks are authorized or required

by applicable law, regulation or executive order to close in New York, New York, in the States of Illinois, Michigan, Texas, California

or the location of the Corporate Trust Office of the Note Administrator or the Trustee, or the location of the servicing offices of the

Servicer or the Special Servicer or of the financial institution that maintains the Collection Account, or (iii) days when the New

York Stock Exchange or the Federal Reserve Bank of New York are closed.

-10-

“Calculation

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

“Calculation

Amount”: With respect to (a) any Modified Collateral Interest, the Principal Balance thereof minus any related Appraisal

Reduction Amounts; provided that if an Appraisal Reduction Amount based on an Updated Appraisal (or, when permitted by the terms

of the Servicing Agreement, an existing appraisal that is less than 12 months old) is not determined with respect to such Modified Collateral

Interest within 60 days after it becomes a Modified Collateral Interest (or 120 days if the Special Servicer has requested an Updated

Appraisal within 60 days of it becoming a Modified Collateral Interest), the Calculation Amount with respect to such Modified Collateral

Interest will be determined in accordance with clause (b) below until an Appraisal Reduction Amount based on an Updated Appraisal

(or, when permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old) is determined; and

(b) any Defaulted Collateral Interest or Collateral Interest with respect to which the related Mortgaged Property has become an REO

Property, the lowest of (i) the Recovery Rate of such Collateral Interest multiplied by the Principal Balance of such Collateral

Interest, (ii) the market value of such Collateral Interest, as determined by the Collateral Manager in accordance with the Collateral

Management Standard based upon, among other things, a recent Appraisal and information from one or more third party commercial real estate

brokers and such other information as the Collateral Manager deems appropriate and (iii) the Principal Balance of such Collateral

Interest minus any applicable Appraisal Reduction Amounts.

“Cash”:

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

“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.

“Citigroup”:

Citigroup Global Markets Inc.

“Class”:

The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E

Notes, the Class F Notes, the Class G Notes, the Class H Notes or the Class J Notes, as applicable.

“Class A

Defaulted Interest Amount”: With respect to the Class A Notes as of each Payment Date, the accrued and unpaid amount due

to Holders of the Class A Notes on account of any shortfalls in the payment of the Class A Interest Distribution Amount with

respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class A

Rate.

“Class A

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class A Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class A

Rate.

-11-

“Class A

Notes”: The Class A Senior Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class A

Rate”: With respect to any Class A Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 1.5000%.

“Class A-S

Defaulted Interest Amount”: With respect to the Class A-S Notes as of each Payment Date, the accrued and unpaid amount

due to holders of the Class A-S Notes on account of any shortfalls in the payment of the Class A-S Interest Distribution Amount

with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class A-S

Rate.

“Class A-S

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A-S Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class A-S Notes on the first day of the related Interest

Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the

Class A-S Rate.

“Class A-S

Notes”: The Class A-S Second Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class A-S

Rate”: With respect to any Class A-S Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 1.7000%.

“Class B

Defaulted Interest Amount”: With respect to the Class B Notes as of each Payment Date, the accrued and unpaid amount due

to Holders of the Class B Notes on account of any shortfalls in the payment of the Class B Interest Distribution Amount with

respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class B

Rate.

“Class B

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class B Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class B Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class B

Rate.

“Class B

Notes”: The Class B Third Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class B

Rate”: With respect to any Class B Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 2.0000%.

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“Class C

Defaulted Interest Amount”: With respect to the Class C Notes as of each Payment Date for which no Class A Notes,

Class A-S Notes or Class B Notes are outstanding, the accrued and unpaid amount due to Holders of the Class C Notes on

account of any shortfalls in the payment of the Class C Interest Distribution Amount with respect to any preceding Payment Date or

Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class C Rate.

“Class C

Deferred Interest”: So long as any Class A Notes, Class A-S Notes or Class B Notes are outstanding, any interest

due on the Class C Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date.

“Class C

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class C Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class C Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class C

Rate.

“Class C

Notes”: The Class C Fourth Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class C

Rate”: With respect to any Class C Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 2.2000%.

“Class D

Defaulted Interest Amount”: With respect to the Class D Notes as of each Payment Date for which no Class A Notes,

Class A-S Notes, Class B Notes or Class C Notes are outstanding, the accrued and unpaid amount due to holders of the Class D

Notes on account of any shortfalls in the payment of the Class D Interest Distribution Amount with respect to any preceding Payment

Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class D Rate.

“Class D

Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes or Class C Notes are outstanding,

any interest due on the Class D Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date.

“Class D

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class D Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class D Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class D

Rate.

“Class D

Notes”: The Class D Fifth Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class D

Rate”: With respect to any Class D Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 3.0500%.

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“Class E

Defaulted Interest Amount”: With respect to the Class E Notes as of each Payment Date for which no Class A Notes,

Class A-S Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, the accrued and unpaid amount due

to holders of the Class E Notes on account of any shortfalls in the payment of the Class E Interest Distribution Amount with

respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class E

Rate.

“Class E

Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D

Notes are outstanding, any interest due on the Class E Notes that is not paid as a result of the operation of the Priority of Payments

on any Payment Date.

“Class E

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class E Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class E Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class E

Rate.

“Class E

Notes”: The Class E Sixth Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class E

Rate”: With respect to any Class E Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 4.0000%.

“Class F

Defaulted Interest Amount”: With respect to the Class F Notes as of each Payment Date, if no Class A Notes, Class A-S

Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, the accrued and unpaid amount

due to holders of the Class F Notes on account of any shortfalls in the payment of the Class F Interest Distribution Amount

with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class F

Rate.

“Class F

Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D

Notes or Class E Notes are outstanding, any interest due on the Class F Notes that is not paid as a result of the operation

of the Priority of Payments on any Payment Date.

“Class F

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class F Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class F Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class F

Rate.

“Class F

Notes”: The Class F Seventh Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class F

Rate”: With respect to any Class F Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 5.0000%.

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“Class G

Defaulted Interest Amount”: With respect to the Class G Notes as of each Payment Date, if no Class A Notes, Class A-S

Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes are outstanding, the accrued

and unpaid amount due to holders of the Class G Notes on account of any shortfalls in the payment of the Class G Interest Distribution

Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the

Class G Rate.

“Class G

Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D

Notes, Class E Notes or Class F Notes are outstanding, any interest due on the Class G Notes that is not paid as a result

of the operation of the Priority of Payments on any Payment Date.

“Class G

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class G Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class G Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class G

Rate.

“Class G

Notes”: The Class G Eighth Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class G

Rate”: With respect to any Class G Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 6.0000%.

“Class H

Defaulted Interest Amount”: With respect to the Class H Notes as of each Payment Date, if no Class A Notes, Class A-S

Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F Notes or Class G Notes are outstanding,

the accrued and unpaid amount due to holders of the Class H Notes on account of any shortfalls in the payment of the Class H

Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the

extent lawful) at the Class H Rate.

“Class H

Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D

Notes, Class E Notes, Class F Notes or Class G Notes are outstanding, any interest due on the Class H Notes that is

not paid as a result of the operation of the Priority of Payments on any Payment Date.

“Class H

Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class H Notes on account of interest

equal to the product of (i) the Aggregate Outstanding Amount of the Class H Notes on the first day of the related Interest Accrual

Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the Class H

Rate.

“Class H

Notes”: The Class H Ninth Priority Secured Floating Rate Notes due 2043, issued by the Issuer pursuant to this Indenture.

-15-

“Class H

Rate”: With respect to any Class H Note, the per annum rate at which interest accrues on such Note for any Interest

Accrual Period, which shall be equal to (a) Term SOFR for the related Interest Accrual Period plus (b) 7.0000%.

“Class J Notes”:

The Class J Income Notes due 2043, issued by the Issuer pursuant to this Indenture.

“Class J-P Subcomponent”:

The meaning specified in Section 2.17(a) hereof.

“Class J-R Subcomponent”:

The meaning specified in Section 2.17(a) hereof.

“Class J-X Reference

Amount”: The meaning specified in Section 2.17(b) hereof.

“Class J-X Subcomponent”:

The meaning specified in Section 2.17(a) hereof.

“Class J Subcomponent”:

The Class J-P Subcomponent, the Class J-R Subcomponent or the Class J-X Subcomponent, as applicable.

“Clean-up

Call”: The meaning specified in Section 9.1(a) hereof.

“Clearing

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

“Clearstream,

Luxembourg”: Clearstream Banking, société anonyme, a limited liability company organized under the laws

of the Grand Duchy of Luxembourg.

“Closing

Date”: April 15, 2026.

“Closing

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

“Closing Date Exception

Notice”: The meaning set forth in Section 3.3(f) hereof.

“Code”:

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

“Collateral”:

The meaning specified in the first paragraph of the Granting Clause of this Indenture.

“Collateral

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

“Collateral

Interest Purchase Agreement”: The collateral interest purchase agreement entered into among the Issuer, the Seller, BSPRT Operating

Partnership and FBRT Sub REIT on or about the Closing Date, as amended from time to time, which agreement is assigned to the Trustee on

behalf of the Issuer pursuant to this Indenture.

“Collateral

Interests”: The Closing Date Collateral Interests and any other Mortgage Loans, Combined Loans and Participations acquired by

the Issuer from time to time.

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“Collateral

Management Agreement”: The Collateral Management Agreement, dated as of the Closing Date, by and between the Issuer and the

Collateral Manager, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Collateral

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

“Collateral

Manager”: Benefit Street Partners L.L.C., each of Benefit Street Partners L.L.C.’s permitted successors and assigns or

any successor Person that shall have become the Collateral Manager pursuant to the provisions of the Collateral Management Agreement and

thereafter “Collateral Manager” shall mean such successor Person.

“Collateral

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

“Collateral Manager

Related Party”: The Collateral Manager, its Affiliates and any client or fund for whom the Collateral Manager or any of its

Affiliates acts as investment adviser.

“Collection

Account”: The meaning specified in the Servicing Agreement.

“Combined Loan”:

Collectively, any Mortgage Loan and a related Mezzanine Loan secured by a pledge of all of the equity interests in the borrower under

such Mortgage Loan, as if they are a single loan. Each Combined Loan shall be treated as a single loan for all purposes hereunder.

“Combined Loan Disposition

Event”: With respect to any Combined Loan or Participation in a Combined Loan, an event that shall occur if the Mortgage Loan

portion thereof is repaid in full, but the Mezzanine Loan portion thereof remains outstanding.

“Commercial Real Estate

Loans”: The Mortgage Loans, the Combined Loans and the Participated Loans.

“Commitment

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

-17-

“Company

Administrative Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable by

the Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Note Administrator, the Custodian, the Securities

Intermediary and the Trustee pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 hereof (including

amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii)  the EU/UK Retention Holder, the Servicer,

the Special Servicer, the Collateral Manager, the Note Administrator or the EU/UK Reporting Administrator in connection with their assisting

the Issuer with the preparation and/or filing of information and reports required by the EU/UK Transparency Requirements, (iii) the

LLC Managers (including indemnification), (iv) the independent accountants, agents and counsel of the Issuer for reasonable fees

and expenses (including amounts payable in connection with the preparation of tax forms on behalf of the Issuer), and any registered office

and government filing fees, in each case, payable in the order in which invoices are received by the Issuer, (v) a Rating Agency

for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring of any rating) of

the Notes, including fees and expenses due or accrued in connection with any credit assessment or rating of the Collateral Interests,

(vi) the Collateral Manager under this Indenture and the Collateral Management Agreement (including amounts payable by the Issuer

as indemnification pursuant to this Indenture or the Collateral Management Agreement), (vii) other Persons as indemnification pursuant

to the Collateral Management Agreement, (viii) the Advancing Agent or other Persons as indemnification pursuant to the provisions

pertaining to the Advancing Agent in this Indenture, (ix) the Servicer or the Special Servicer as indemnification or reimbursement

of fees or expenses pursuant to the Servicing Agreement or the other Transaction Documents, (x) the CREFC® Intellectual

Property Royalty License Fee, (xi) each member of the Advisory Committee (including amounts payable as indemnification) under each

agreement between such Advisory Committee member, the Collateral Manager and the Issuer (and the amounts payable by the Issuer to each

member of the Advisory Committee as indemnification pursuant to each such agreement), (xii) any other Person in respect of any governmental

fee, charge or tax (including any FATCA Legislation compliance costs) in relation to the Issuer (in each case as certified by an Authorized

Officer of the Issuer to the Note Administrator), in each case, payable in the order in which invoices are received by the Issuer, or

(xiii) any other Person in respect of any other fees or expenses (including indemnifications) permitted under this Indenture and

the documents delivered pursuant to or in connection with this Indenture and the Notes and any amendment or other modification of any

such documentation, in each case unless expressly prohibited under this Indenture (including, without limitation, the payment of all transaction

fees and all legal and other fees and expenses required in connection with the purchase of any Collateral Interests or any other transaction

authorized by this Indenture), in each case, payable in the order in which invoices are received by the Issuer; provided that Company

Administrative Expenses shall not include (a) amounts payable in respect of the Notes and (b) any Collateral Manager Fee payable

pursuant to the Collateral Management Agreement.

“Compounded SOFR”:

“30-Day Average SOFR” as reported on the website of the Federal Reserve Bank of New York currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind,

or any successor source for the rate currently identified as “30-Day Average SOFR” identified as such by the Federal Reserve

Bank of New York (or any successor administrator of the secured overnight financing rate or Compounded SOFR) from time to time.

“Controlling

Class”: The Class A Notes, so long as any Class A Notes are Outstanding, then the Class A-S Notes, so long as

any Class A-S Notes are Outstanding, then the Class B Notes, so long as any Class B Notes are Outstanding, then the Class C

Notes, so long as any Class C Notes are Outstanding, then the Class D Notes, so long as any Class D Notes are Outstanding,

then the Class E Notes, so long as any Class E Notes are Outstanding, then the Class F Notes, so long as any Class F

Notes are Outstanding, then the Class G Notes, so long as any Class G Notes are Outstanding, then the Class H Notes, so

long as any Class H Notes are outstanding and then the Class J Notes, so long as any Class J Notes are outstanding.

“Corporate

Trust Office”: The designated corporate trust office of (a) the Trustee, currently located at 1100 North Market Street,

Wilmington, Delaware 19890, Attention: CMBS Trustee – BSPRT 2026-FL13, (b) the Note Administrator, currently located at (i) with

respect to the delivery of Asset Documents, at 1055 10th Avenue SE, Minneapolis, Minnesota, 55414, Attention: Document Custody Group –

BSPRT 2026-FL13, (ii) with respect to the delivery of Note transfers and surrenders, at 1505 Energy Park Drive, St. Paul, Minnesota

55108, Attention: Certificate Transfer Services – BSPRT 2026-FL13; and (iii) for all other purposes, at 9062 Old Annapolis

Road, Columbia, Maryland 21045-1951, Attention: Computershare Corporate Trust (CMBS), BSPRT 2026-FL13, or (c) or such other address

as the Note Administrator or Trustee, as applicable, may designate from time to time by notice to the Noteholders, the Collateral Manager,

the 17g-5 Information Provider and the parties hereto.

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“Corresponding Tenor”:

With respect to a Benchmark Replacement, a tenor having approximately the same length (disregarding business day adjustment) as the applicable

tenor for the then-current Benchmark.

“Credit

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

“Credit

Risk Collateral Interest”: Any Collateral Interest that, in the Collateral Manager’s reasonable business judgment, has

a significant risk of, with a lapse of time, becoming a Defaulted Collateral Interest.

“Credit

Risk Retention Rules”: Regulation RR (17 C.F.R. Part 246), as such rule may be amended from time to time, and subject

to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal

Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing

and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided

by any such agency or its staff from time to time, in each case, as effective from time to time.

“CREFC®

Intellectual Property Royalty License Fee”: With respect to each Collateral Interest and for any Payment Date, an amount accrued

during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Principal

Balance of such Collateral Interest as of the close of business on the Determination Date in such Interest Accrual Period. Such amounts

shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed

due on the related Collateral Interest is computed and shall be prorated for partial periods.

“CREFC®

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

“Custodial

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

“Custodian”:

The meaning specified in Section 3.3(a) hereof.

“Default”:

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

“Defaulted

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

Estate Loan.

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“Defaulted

Commercial Real Estate Loan”: Any Commercial Real Estate Loan for which there has occurred and is continuing for more than sixty

(60) days either (x) a default in the payment of any amounts due and payable to lender under the related Asset Documents, including

balloon and other mandatory repayments and prepayments (after giving effect to any applicable grace period but without giving effect to

any waiver) or (y) a material monetary or non-monetary event of default that is known to the Servicer and has occurred and is continuing

(after giving effect to any applicable grace period but without giving effect to any waiver); provided, however, that any

Collateral Interest as to which an Appraisal Reduction Event has not occurred due to the circumstances specified in clause (v) of

the definition thereof and which is not otherwise a Defaulted Commercial Real Estate Loan will be deemed not to be a Defaulted Commercial

Real Estate Loan. If a Defaulted Commercial Real Estate Loan is the subject of a work-out, modification or otherwise has cured the default

such that the subject Defaulted Commercial Real Estate Loan is no longer in default pursuant to its terms (as such terms may have been

modified), such Commercial Real Estate Loan will no longer be treated as a Defaulted Commercial Real Estate Loan. In addition, if a mezzanine

lender, subordinate lender or companion participation or note holder continues to make monthly payments (or, in connection with a balloon

payment default, assumed scheduled payments) under the Commercial Real Estate Loan pursuant to a cure or extension option granted by the

applicable Asset Documents, such Commercial Real Estate Loan shall not be treated as a Defaulted Commercial Real Estate Loan.

“Deferred

Interest”: The Class C Deferred Interest, the Class D Deferred Interest, the Class E Deferred Interest, the Class F

Deferred Interest, the Class G Deferred Interest and the Class H Deferred Interest.

“Definitive

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

“Delayed

Acquisition Collateral Interest”: Each Collateral Interest identified as a Delayed Acquisition Collateral Interest on

Schedule A hereto.

“Delayed

Acquisition Conditions”: The meaning specified in Section 7.18 hereof.

“Depository”

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

“Determination

Date”: The 11th day of each month or, if such date is not a Business Day, the next Business Day, commencing on the

Determination Date in May 2026.

“Disposition Limitation

Threshold”: The time at which the sum of (i) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests

(other than those that are Defaulted Collateral Interests) sold by the Issuer to the Collateral Manager or any of its affiliates plus

(ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests exchanged for Exchange Collateral Interests,

is equal to or greater than 10% of the aggregate Principal Balance of the Closing Date Collateral Interests as of the Closing Date.

“Disqualified

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

“Dissolution

Expenses”: The amount of expenses reasonably likely to be incurred in connection with the discharge of this Indenture, the liquidation

of the Collateral and the dissolution of the Issuer, as reasonably certified by the Collateral Manager or the Issuer, based in part on

expenses incurred by the Trustee, Custodian, the Securities Intermediary and Note Administrator and reported to the Collateral Manager.

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“Dodd-Frank”:

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

“Dollar”,

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

“Due

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

Date (or commencing on and excluding the Closing Date, in the case of the Due Period relating to the first Payment Date) and ending on

and including the Determination Date immediately preceding such Payment Date.

“EHRI”:

Any interest in the Issuer that satisfies the definition of “eligible horizontal residual interest” in the Credit Risk Retention

Rules. As of the Closing Date, the Class J Notes shall constitute the EHRI.

“Eligibility

Criteria”: The criteria set forth below with respect to any Reinvestment Collateral Interest or any Exchange Collateral Interest,

compliance with which shall be evidenced by an Officer's Certificate of the Collateral Manager delivered to the Trustee as of the date

of such acquisition:

(i) it is a whole loan, a Combined Loan, a senior, senior pari passu or pari passu note, a trust

certificate representing a 100% beneficial interest in a whole loan or a Combined Loan, or a Senior Participation in a whole loan or a

Combined Loan or senior, senior pari passu or pari passu note that is secured by a Multifamily Property, Healthcare Property, Industrial

Property, Hospitality Property, Retail Property, Self-Storage Property, Manufactured Housing Community Property or Mixed-Use Property;

(ii) (A) the aggregate Principal Balance of the Collateral Interests secured by properties that are of

the following types are subject to limitations as follows (it being understood that, for all purposes hereof, no concentration limitation

will apply with respect to Multifamily Properties): (a) Industrial Properties does not exceed 35.0% of the Aggregate Outstanding

Portfolio Balance, (b) Hospitality Properties does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance, (c) Student

Housing Properties does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance, (d) Healthcare Properties comprised of Assisted

Living Facilities, Skilled Nursing Facilities and/or Senior Living Communities does not exceed 10.0% of the Aggregate Outstanding Portfolio

Balance, (e) Healthcare Properties comprised of Skilled Nursing Facilities does not exceed 5.0% of the Aggregate Outstanding Portfolio

Balance, (f) Build-to-Rent Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance, (g) Retail Properties

does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance, (h) Self-Storage Properties does not exceed 5.0% of the Aggregate

Outstanding Portfolio Balance, (i) Manufactured Housing Community Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio

Balance and (j) Mixed-Use Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance; and

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(B) the sum of

the aggregate Principal Balance of the Collateral Interests that are secured by Multifamily Properties (not including Student Housing

Properties), the aggregate Principal Balance of Cash and Eligible Investments held as Principal Proceeds; and the aggregate Principal

Balance of Cash and Eligible Investments held in the Unused Proceeds Account and the Reinvestment Account is not less than 60.0% of the

Aggregate Outstanding Portfolio Balance;

(iii) the obligor is incorporated or organized under the laws of, and the Collateral Interest is secured by

property located in, the United States;

(iv) it provides for monthly payments of interest at (a) a SOFR based floating rate, (b) a fixed

rate or (c) a rate that is acceptable to the Rating Agencies;

(v) if it is a Fixed Rate Collateral Interest, its acquisition will not cause the aggregate Principal Balance

of all Fixed Rate Collateral Interests to exceed 10.0% of the Aggregate Outstanding Portfolio Balance;

(vi) it has a maturity date, assuming the exercise of all extension options

(if any) that are exercisable at the option of the related borrower under the terms of such Collateral Interest, that is not more than

five years from the date such Collateral Interest is acquired by the Issuer (without counting the initial stub interest period for newly

originated loans);

(vii) it is not an Equity Interest;

(viii) it is not a ground-up construction loan; in addition, (i) in the instance of Collateral Interests

secured by a Multifamily Property, a temporary certificate of occupancy has been received for at least 51% of the units and (ii) in

the case of all other eligible property types, the Mortgaged Property has achieved substantial completion of renovations or construction

in accordance with the related Asset Documents;

(ix) the Collateral Manager has determined that it has an As-Stabilized LTV that is not greater than (i) in

the case of Collateral Interests secured by Multifamily Properties, 80.0%, (ii) in the case of Collateral Interests secured by Industrial

Properties, Retail Properties, Self-Storage Properties, Manufactured Housing Community Properties, Mixed-Use Properties or Student Housing

Properties, 75.0% and (iii) in the case of Collateral Interests secured by Hospitality Properties and Healthcare Properties, 70.0%;

(x) the Collateral Manager has determined that it has an U/W Stabilized NCF Debt Yield that is not less than

(i) in the case of Collateral Interests secured by Multifamily Properties, 7.0%, (ii) in the case of Collateral Interests secured

by Industrial Properties or Mixed-Use Properties, 7.5%, (iii) in the case of Collateral Interests secured by Retail Properties, Self-Storage

Properties, Manufactured Housing Community Properties or Student Housing Properties, 8.0% and (iv) in the case of Hospitality Properties

and Healthcare Properties, 9.0%;

-22-

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

80%;

(xii) the Principal Balance of such Collateral Interest (plus any previously-acquired participation interests

in the same underlying Commercial Real Estate Loan but excluding any participation interests that were included as part of the Closing

Date Collateral Interests) is not greater than 10% of the Aggregate Outstanding Portfolio Balance;

(xiii) (A) the Weighted Average Life of the Collateral Interests, assuming the exercise of all contractual

extension options (if any) that are exercisable by the borrower under each Collateral Interest, is less than or equal to the number of

years (rounded to the nearest one hundredth thereof) during the period from such date of determination to 5.50 years from the Closing

Date;

(B)            (x) the

Weighted Average Spread of the Collateral Interests (other than any Fixed Rate Collateral Interests) is not less than 2.50% and (y) the

Weighted Average Coupon of the Fixed Rate Collateral Interests is not less than 4.25%;

aggregate Principal Balance of Collateral Interests secured by Mortgaged Properties located in (x) California, Florida, Texas and

New York is (in each case) no more than 40.0% of the Aggregate Outstanding Portfolio Balance and (y) any other state is no more than

20.0% of the Aggregate Outstanding Portfolio Balance; and

(D)            the

Herfindahl Score is greater than or equal to 16.0;

(xiv) a No Downgrade Confirmation has been received from Fitch and KBRA with respect to the acquisition of such

Collateral Interest, except that such confirmation will not be required with respect to the acquisition of a Funded Companion Participation

if (a) the Issuer already owns a Participation in the same underlying Participated Loan and (b) the principal balance of the

Funded Companion Participation being acquired is less than $1,000,000;

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

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

(A)           the

Future Funding Indemnitor has Segregated Liquidity (evidenced by a certification) in an amount at least equal to the greater of (i) the

Largest One Quarter Future Advance Estimate and (ii) the Two Quarter Future Advance Estimate for the immediately following two calendar

quarters (based on the Future Funding Amounts for all outstanding Future Funding Participations related to the Collateral Interests);

(B)            the

maximum principal amount of all Future Funding Participations with respect to all Collateral Interests does not exceed 25.0% of the maximum

commitment amount of all Participated Loans (which, with respect to each Collateral Interest, will equal the sum of (i) the related

initial Principal Balance, (ii) any related Future Funding Amount and (iii) the initial principal balance of any Funded Companion

Participation (including any junior participation)); and

-23-

maximum principal amount of the related Future Funding Participation does not exceed 40.0% of the maximum principal amount (including

all related funded and unfunded Participations) of the related Participated Loan;

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

(xviii) it is not currently the subject of discussion between lender and the borrower to amend, modify or waive

any material provision of any of the related Asset Documents in such a manner as would adversely affect the performance of the related

Commercial Real Estate Loan;

(xix) it is not an interest that, in the Collateral Manager’s reasonable business judgment, has a significant

risk of, with lapse of time or notice, becoming a Defaulted Collateral Interest;

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

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

(xxii) if such Collateral Interest is a Senior Participation, it does not have “buy/sell” rights

as a dispute resolution mechanism;

(xxiii) 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;

(xxiv) it is serviced pursuant to the Servicing Agreement or it is serviced by a Qualified Servicer pursuant

to a commercial mortgage servicing arrangement that includes servicing provisions substantially similar to those that are standard in

commercial mortgage-backed securities (“CMBS”) transactions;

(xxv) it is purchased from the Seller, BSPRT Operating Partnership, or a wholly-owned subsidiary of BSPRT Operating

Partnership, and the requirements set forth in this Indenture regarding the representations and warranties with respect to such Collateral

Interest and the underlying mortgaged property (as applicable) have been met (subject to such exceptions as are reasonably acceptable

to the Collateral Manager);

(xxvi) if it is a participation interest, the related Participating Institution is (and any “qualified

transferee” is required to be) any of (1) a “special purpose entity” or a “qualified institutional lender”

as such terms are typically defined in the Asset Documents related to participations; (2) an entity (or a wholly-owned subsidiary

of an entity) that has (x) a long-term unsecured debt rating from Fitch of “A-” or higher, and (y) a long-term unsecured

debt rating from KBRA of “A” or higher (if rated by KBRA, or if not rated by KBRA, an equivalent (or higher) rating by any

two other NRSROs (which may include Fitch)) (3) a securitization trust, a collateralized loan obligation (“CLO”) issuer

or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly owned by Benefit Street

Partners Realty Operating Partnership, L.P., for so long as the separateness provisions of its organizational documents have not been

amended (unless the Rating Agency Condition was satisfied in connection with such amendment) (such Participating Institution, a “Qualified

Participating Institution”), and if any Participating Institution is not the Issuer, the related Asset Documents will be held by

a third party custodian;

-24-

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

(xxviii) its acquisition, ownership, enforcement and disposition will not cause the Issuer to fail to be a Qualified

REIT Subsidiary or other disregarded entity of a REIT;

(xxix) its acquisition would not cause the Issuer, or the pool of Collateral Interests to be required to register

as an investment company under the 1940 Act; and if the borrowers with respect to the Collateral Interest are excepted from the definition

of an “investment company” solely by reason of Section 3(c)(1) of the 1940 Act, then either (x) such Collateral

Interest does not constitute a “voting security” for purposes of the 1940 Act or (y) the aggregate amount of such Collateral

Interest held by the Issuer is less than 10% of the entire issue of such Collateral Interest;

(xxx) it does not provide for any payments which are or will be subject to deduction or withholding for or on

account of any withholding or similar tax (other than withholding on amendment, modification and waiver fees, late payment fees, commitment

fees, exit fees, extension fees or similar fees), unless the borrower under such Collateral Interest is required to make “gross

up” payments that ensure that the net amount actually received by the Issuer (free and clear of taxes) will equal the full amount

that the Issuer would have received had no such deduction or withholding been required;

(xxxi) after giving effect to its acquisition, together with the acquisition of any other Collateral Interests

to be acquired (or as to which a binding commitment to acquire was entered into) on the same date, the aggregate Principal Balance of

Collateral Interests held by the Issuer that are EU/UK Retention Holder Originated Collateral Interests is in excess of 50% of the aggregate

Principal Balance of Collateral Interests held by the Issuer;

(xxxii) it is not acquired for the primary purpose of recognizing gains or decreasing losses resulting from market

value changes;

(xxxiii) if it is a Combined Loan or a Participation in a Combined Loan, (a) the related Mortgage Loan contains

a requirement that any principal repayment of the Mortgage Loan must be accompanied by a pro rata principal repayment (based on Principal

Balance) of the related Mezzanine Loan, (b) an event of default under the related Mortgage Loan will constitute an event of default

with respect to the related Mezzanine Loan and (c) the related Mortgage Loan does not permit the related borrower to incur additional

debt secured by the related Mortgaged Property or the equity in the related borrower;

-25-

(xxxiv) the sum of the Principal Balance of such Collateral Interest and the Principal Balance of all Collateral

Interests that have the same guarantor or an affiliated guarantor does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance;

and

(xxxv) if such Collateral Interest is secured by a Mortgaged Property with respect to which the related property

owner has incurred PACE financing (i) such PACE financing does not exceed 15.0% of the maximum principal amount of the related Mortgage

Loan and (ii) the sum of the Principal Balance of such Collateral Interest and the Principal Balance of all Collateral Interests

secured by Mortgaged Properties with PACE financing in place does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance;

provided,

however, that (i) for purposes of clauses (ii), (vi), (xiii), (xvi)(B), (xxxiv) and (xxxv) above, if the acquisition

of such Collateral Interest would maintain or improve compliance with the applicable concentration limits after giving effect to such

acquisition, then such Eligibility Criteria will be deemed to have been satisfied and (ii) any determination of a percentage pursuant

to the Eligibility Criteria (except for the Weighted Average Spread of all Collateral Interests) shall be rounded to the nearest 1/10th

of one percent.

“Eligible

Account”: (i) An account maintained with a federal or state chartered depository institution or trust company or an account

or accounts maintained with the Securities Intermediary that has, or in the case of the Securities Intermediary, the clearing entity used

by the Securities Intermediary, has, in each case, (a) a long-term unsecured debt, deposits or issuer rating of at least “A-”

by Fitch and at least the equivalent by KBRA (or, if not rated by KBRA, an equivalent rating by any two other NRSROs (which may include

Fitch)) and (b) a short-term unsecured debt, deposits or issuer rating of at least “F1” by Fitch and at least the equivalent

by KBRA (or, if not rated by KBRA, an equivalent rating by any two other NRSROs (which may include Fitch)); and (ii) a segregated

trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting in its

fiduciary capacity; provided that (a) any such institution or trust company has a long-term unsecured rating of at least “BBB+”

by Fitch and a capital surplus of at least U.S.$200,000,000, (b) any such institution or trust company has a long term unsecured

debt rating by KBRA of at least “BBB-”, or if not rated by KBRA, at least an equivalent rating by two other NRSROs and (c) any

such account is subject to fiduciary funds on deposit regulations substantially similar to 12 C.F.R. § 9.10(b); or (iii) any

other account approved by the Rating Agencies; provided with respect to the accounts held by the Servicer, PNC Bank, National Association;

provided that the long-term unsecured debt obligations or deposit accounts of PNC Bank, National Association are rated at least

“A” by Fitch, if the deposits are to be held in the account for thirty (30) days or more, or, if the deposits are to be held

in the account for thirty (30) days or less, the short-term unsecured debt obligations or deposit accounts of PNC Bank, National Association,

are rated at least “F1” by Fitch.

-26-

“Eligible Investments”:

Any Dollar-denominated investment, the maturity for which corresponds to the Issuer’s expected or potential need for funds, that,

at the time it is Granted to the Trustee (directly or through a Securities Intermediary or bailee) is Registered and is one or more of

the following obligations or securities:

(i)             direct

obligations of, and obligations the timely payment of principal of and interest on which is fully and expressly guaranteed by, the United

States, or any agency or instrumentality of the United States, the obligations of which are expressly backed by the full faith and credit

of the United States;

(ii)            the

Computershare Platinum Domestic Deposit Option (PDOM) (Trust 3000 CUSIP = VP7000319) or any other demand and time deposits in, certificates

of deposit of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company incorporated

under the laws of the United States or any state thereof or the District of Columbia (including the Note Administrator or the commercial

department of any successor Note Administrator, as the case may be; provided that such successor otherwise meets the criteria specified

herein) and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or

the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding

company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment

providing for such investment that satisfy the Applicable Fitch Eligible Investment Rating and the Applicable KBRA Eligible Investment

Rating;

(iii)           unleveraged

repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above or (b) any

other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with

a depository institution or trust company (acting as principal) described in clause (ii) above (including the Note Administrator

or the commercial department of any successor Note Administrator, as the case may be; provided that such Person otherwise meets

the criteria specified herein) or entered into with a corporation (acting as principal) whose unsecured debt rating satisfies the Applicable

Fitch Eligible Investment Rating and the Applicable KBRA Eligible Investment Rating;

(iv)           a

reinvestment agreement issued by any bank (if treated as a deposit by such bank) that has a short-term credit rating of not less than

“F1” by Fitch; provided that the issuer thereof must also have at the time of such investment a long-term unsecured

debt rating that satisfies the Applicable Fitch Eligible Investment Rating and the Applicable KBRA Eligible Investment Rating;

(v)            commercial

paper or other similar short-term obligations (including that of the Note Administrator or the commercial department of any successor

Note Administrator, as the case may be, or any affiliate thereof, provided that such Person otherwise meets the criteria specified herein)

having at the time of such investment a debt rating that satisfies the Applicable Fitch Eligible Investment Rating and the Applicable

KBRA Eligible Investment Rating;

-27-

(vi)           any

money market fund (including those managed or advised by the Note Administrator or its Affiliates) that maintain a constant asset value

and that is rated “AAAmf” by Fitch, or, if not rated by Fitch, an equivalent rating by any two other NRSROs (which may include

KBRA) and in the highest long-term or short-term rating category by KBRA or, if not rated by KBRA, an equivalent rating by any two other

NRSROs (which may include Fitch); and

(vii)          any

other investment similar to those described in clauses (i) through (v) above that (1) Fitch 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) KBRA has confirmed may be included in the portfolio of Collateral as an Eligible Investment without adversely affecting its

then-current ratings on the Notes;

provided

that mortgage-backed securities and interest only securities shall not constitute Eligible Investments; provided, further,

that (a) Eligible Investments acquired with funds in the Collection Account shall include only such obligations or securities as

mature no later than three Business Days prior to the next Payment Date succeeding the acquisition of such obligations or securities,

(b) Eligible Investments shall not include obligations bearing interest at inverse floating rates, (c) Eligible Investments

shall be treated as indebtedness for U.S. federal income tax purposes and such investment shall not cause the Issuer to fail to be treated

as a Qualified REIT Subsidiary or other disregarded entity of a REIT, (d) Eligible Investments shall not be subject to deduction

or withholding for or on account of any withholding or similar tax (other than any taxes imposed pursuant to FATCA), unless the payor

is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (free and clear of

taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such

deduction or withholding been required, (e) Eligible Investments shall not be purchased for a price in excess of par and (f) Eligible

Investments shall not include margin stock. Eligible Investments may be purchased from the Trustee or the Note Administrator and their

respective Affiliates so long as the Trustee or the Note Administrator, as applicable, has a capital and surplus of at least U.S.$200,000,000

and has a long-term unsecured credit, deposit or issuer rating of at least “BBB+” by Fitch, and may include obligations for

which the Trustee, the Note Administrator or an Affiliate thereof receives compensation for providing services.

“Entitlement

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

“Equity

Interest”: A security or other interest that does not entitle the holder thereof to receive periodic payments of interest and

one or more installments of principal, including (i) any bond or note or similar instrument that is by its terms convertible into

or exchangeable for an equity interest, (ii) any bond or note or similar instrument that includes warrants or other interests that

entitle its holder to acquire an equity interest, or (iii) any other similar instrument that would not entitle its holder to receive

periodic payments of interest or a return of a residual value.

-28-

“ERISA”:

The United States Employee Retirement Income Security Act of 1974, as amended.

“EU Due Diligence Requirements”:

The due diligence requirements under Article 5 of the EU Securitization Regulation or any successor or replacement provisions included

in the EU Securitization Regulation from time to time.

“EU Institutional Investor”:

Any “institutional investor” as defined in the EU Securitization Regulation.

“EU

Securitization Regulation”: Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardized

securitization, as amended, varied or substituted from time to time, including (i) any technical standards thereunder as may

be effective from time to time and (ii) any guidance relating thereto as may from time to time be published by a European Union regulator.

“EU

Transparency Requirements”: The disclosure requirements under Article 7 of the EU Securitization Regulation or any

successor or replacement provisions included in the EU Securitization Regulation from time to time.

“EU/UK Due Diligence

Requirements”: The EU Due Diligence Requirements and the UK Due Diligence Requirements or either of them.

“EU/UK Reporting Administration

Agreement”: The EU/UK Reporting Administration Agreement, dated April 15, 2026, between the Issuer and Situs Real LLC,

as EU/UK Reporting Administrator.

“EU/UK

Reporting Administrator”: Situs Real LLC, as EU/UK reporting administrator under the EU/UK Reporting Administration Agreement,

or any successor Person appointed as EU/UK reporting administrator in accordance with the EU/UK Reporting Administration Agreement.

“EU/UK

Retention Holder”: Franklin BSP Realty Trust, Inc.

“EU/UK

Retention Holder Originated Collateral Interest”: A Collateral Interest as to which the EU/UK Retention Holder either (i) itself

or through related entities, directly or indirectly, was involved in the original agreement which created such Collateral Interest, or

(ii) acquired such Collateral Interest from a third party for its own account before the sale or transfer of that

Collateral Interest to the Issuer, in each case as contemplated by the definition of “originator” in Article 2(3) of

the EU Securitization Regulation, Regulation 3(1) of the SR 2024, and paragraph 1.3 of Chapter 1 of the PRASR.

“EU/UK Risk Retention

Letter”: That certain EU/UK Risk Retention Letter, by BSPRT Holder and the EU/UK Retention Holder in favor of the Issuer, the

Placement Agents, the Trustee and the Note Administrator, dated as of the Closing Date.

“EU/UK Securitization

Regulations”: Collectively, the EU Securitization Regulation and the UK Securitization Framework.

-29-

“EU/UK Transparency

Requirements”: The EU Transparency Requirements and the UK Transparency Requirements or either of them.

“Euroclear”:

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

“Event

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

“Exchange

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

“Exchange

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

“Expense

Reserve Account”: The account established pursuant to Section 10.4(a) hereof.

“Expense

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

the Payment Date occurring in the following December.

“FATCA”:

Sections 1471 through 1474 of the Code, the Treasury Regulations promulgated thereunder, and any related provisions of law, court

decisions, administrative guidance or agreements with any taxing authority (or laws thereof) in respect thereof.

“FBRT Sub REIT”:

FBRT Sub REIT, a Maryland real estate investment trust.

“FCA”: The

Financial Conduct Authority of the UK.

“FCA Handbook”:

The handbook of rules and guidance adopted by the FCA.

“Federal Reserve Bank

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

source.

“Financial

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

“Financing

Statements”: Financing statements relating to the Collateral naming the Issuer, as debtor, and the Trustee, on behalf of the

Secured Parties, as secured party.

“Fitch”:

Fitch Ratings, Inc., and its successor-in-interest.

“Fixed

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

“FSMA”: The

UK’s Financial Services and Markets Act 2000, as amended, varied or substituted from time to time.

“Funded

Companion Participation”: With respect to each Collateral Interest that is a Participation, each related fully funded companion

participation that is not an asset of the Issuer and is not part of the Collateral.

-30-

“Funded

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

“Future

Funding Reserve Account Control Agreement”: Any account control agreement entered into in accordance with the terms of the Future

Funding Agreement by and among BSPRT Operating Partnership, the Trustee, as secured party, the Note Administrator and the Securities Intermediary,

as the same may be amended, supplemented or replaced from time to time.

“Future

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

“Future

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

“Future

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

“Future

Funding Participation”: With respect to each Collateral Interest that is a Funded Participation Interest, the related future

funding companion participation interest, which (unless it is acquired after the Closing Date in accordance with the terms of this Indenture)

is not owned by the Issuer.

“Future

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

“Future

Funding Whole Loan”: A whole mortgage loan that has been participated into (i) a fully funded participation interest, which

will be held by the Issuer as a Collateral Interest, and (ii) one (1) or more Future Funding Participations, which (unless later

acquired, in whole or in part, in accordance with this Indenture) will not be acquired by the Issuer.

“GAAP”:

The meaning specified in Section 6.3(k) hereof.

“General

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

“General

Special Servicer”: BSP Special Servicer, LLC, a Delaware limited liability company, solely in its capacity as

general special servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that

shall have become the general special servicer pursuant to the appropriate provisions of the Servicing Agreement.

“Global

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

“Governing

Documents”: With respect to all 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.

-31-

“Grant”:

To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security

interest in and right of setoff against, deposit, set over and confirm. A Grant of the Collateral or of any other security or instrument

shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation

the immediate continuing right to claim, collect, receive and take receipt for principal and interest payments in respect of the Collateral

(or any other security or instrument), and all other amounts payable thereunder, to give and receive notices and other communications,

to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise,

and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Healthcare Authority”:

Any governmental authority or any agency, intermediary, board, authority or entity concerned with the ownership, operation, use or occupancy

of any Mortgaged Property as a Skilled Nursing Facility, an Assisted Living Facility or a Senior Living Community.

“Healthcare Property”:

A real property as to which the majority of the underwritten revenue, either directly or through a lease to a tenant/operator/manager,

is from Assisted Living Facilities, Skilled Nursing Facilities and/or Senior Living Communities, which may include resident rehabilitation

and related ancillary capabilities, related office space and other appurtenant and related uses.

“Herfindahl

Score”: On any date of determination, the quotient of (i) one divided by (ii) the sum of the series

of products obtained for each Collateral Interest, Principal Proceeds and amounts held in each of the Unused Proceeds Account and the

Reinvestment Account (whether held as Cash or Eligible Investments), determined by squaring the quotient of (x) the Principal Balance

of each such Collateral Interest (or in the case of Principal Proceeds and amounts held in each of the Unused Proceeds Account and the

Reinvestment Account, in increments of $10,000,000) divided by (y) the Aggregate Outstanding Portfolio Balance, rounded to

the nearest whole number.

“Holder”

or “Noteholder”: With respect to any Note, the Person in whose name such Note is registered in the Notes Register.

“Hospitality Property”:

A real property or portfolio of real properties as to which the majority of the underwritten revenue is from hospitality space.

“IAI”:

An institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under

Regulation D under the Securities Act or an entity in which all of the equity owners are such “accredited investors.”

-32-

“Indenture”:

This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental hereto

entered into pursuant to the applicable provisions hereof, as so supplemented or amended.

“Indenture

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

Account.

“Independent”:

As to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any member

thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or

any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person

as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent”

when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the

criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of

Ethics of the American Institute of Certified Public Accountants.

Whenever any Independent Person’s

opinion or certificate is to be furnished to the Trustee or Note Administrator such opinion or certificate shall state, or shall be deemed

to state, that the signer has read this definition and that the signer is Independent within the meaning hereof.

“Independent Living

Facility”: A facility that is not required to be licensed by a state Healthcare Authority and that provides residents with private

living accommodations, and common areas for dining, social and recreational activities and other amenities within the same facility or

within conjoined or contiguous structures.

“Industrial Property”:

A real property or portfolio of real properties as to which the majority of the underwritten revenue is from industrial space.

“Inquiry”:

The meaning specified in Section 10.12(a) hereof.

“Instrument”:

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

“Interest

Accrual Period”: With respect to the Notes and (i) the first Payment Date, the period from and including the Closing Date

to but excluding such first Payment Date and (ii) each successive Payment Date, the period from and including the immediately preceding

Payment Date to, but excluding, such Payment Date.

“Interest

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

“Interest

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

(a)            (i) the

sum of (A) the expected scheduled interest payments due (in each case regardless of whether the due date for any such interest payment

has yet occurred) in the Due Period in which such Measurement Date occurs on (x) the Collateral Interests (excluding accrued and

unpaid interest on Defaulted Collateral Interests and any REO Proceeds allocated to interest); provided that no interest (or dividends

or other distributions) will be included with respect to any Collateral Interest to the extent that such Collateral Interest does not

provide for the scheduled payment of interest (or dividends or other distributions) in Cash and (y) the Eligible Investments held

in the Accounts (whether purchased with Interest Proceeds or Principal Proceeds), plus (B) during the Reinvestment Period,

any Cash and Eligible Investments contributed by BSPRT 2026-FL13 Holder, LLC, as holder of 100% of the Class J Notes (and designated

as “Interest Proceeds”), up to an amount that would provide for interest on the Principal Balance of any cash and Eligible

Investments held in the Reinvestment Account and in the Unused Proceeds Account at a rate equal to the Benchmark plus a spread

of 2.5000%, plus (C) Interest Advances, if any, advanced by the Advancing Agent, the Backup Advancing Agent or the Trustee,

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

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(b)            the

sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement Date,

plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date,

plus (iii) the scheduled interest on the Class A-S Notes payable on the Payment Date immediately following such Measurement

Date, plus (iv) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately following such Measurement

Date, plus (v) the scheduled interest on the Class B Notes payable on the Payment Date immediately following such Measurement

Date, plus (vi) any Class B Defaulted Interest Amount payable on the Payment Date immediately following such Measurement

Date, plus (vii) the scheduled interest on the Class C Notes payable on the Payment Date immediately following such Measurement

Date, plus (viii) any Class C Defaulted Interest Amount payable on the Payment Date immediately following such Measurement

Date, plus (ix) the scheduled interest on the Class D Notes payable on the Payment Date immediately following such Measurement

Date, plus (x) any Class D Defaulted Interest Amount payable on the Payment Date immediately following such Measurement

Date, plus (xi) the scheduled interest on the Class E Notes payable on the Payment Date immediately following such Measurement

Date, plus (xii) any Class E Defaulted Interest Amount payable on the Payment Date immediately following such Measurement

Date.

For purposes of calculating

any Interest Coverage Ratio, (1) the expected interest income on the Collateral Interests and Eligible Investments and the expected

interest payable on the Offered Notes shall be calculated using the interest rates applicable thereto on the applicable Measurement Date,

(2) accrued original issue discount on Eligible Investments shall be deemed to be a scheduled interest payment thereon due on the

date such original issue discount is scheduled to be paid, (3) there will be excluded all scheduled or deferred payments of interest

on or principal of Collateral Interests and any payment that the Collateral Manager has determined in its reasonable judgment will not

be made in Cash or received when due and (4) with respect to any Collateral Interest as to which any interest or other payment thereon

is subject to withholding tax of any relevant jurisdiction, each payment thereon shall be deemed to be payable net of such withholding

tax unless the related borrower is required to make additional payments to fully compensate the Issuer for such withholding taxes (including

in respect of any such additional payments).

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“Interest

Coverage Test”: The test that will be met as of any Measurement Date on which any Offered Notes remain Outstanding if the Interest

Coverage Ratio as of such Measurement Date is equal to or greater than 120.00%, provided that, notwithstanding the foregoing, the

Interest Coverage Test will not apply on and after the Closing Date, up to and including the first Payment Date.

“Interest

Distribution Amount”: Each of the Class A Interest Distribution Amount, the Class A-S Interest Distribution Amount,

the Class B Interest Distribution Amount, the Class C Interest Distribution Amount, the Class D Interest Distribution Amount,

the Class E Interest Distribution Amount, the Class F Interest Distribution Amount, the Class G Interest Distribution Amount

and the Class H Interest Distribution Amount.

“Interest

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

(1)            all

Cash payments of interest (including any deferred interest and any amount representing the accreted portion of a discount from the face

amount of a Collateral Interest or an Eligible Investment) or other distributions (excluding Principal Proceeds) received during the related

Due Period on all Collateral Interests other than Defaulted Collateral Interests and Eligible Investments, including, in the Collateral

Manager’s commercially reasonable discretion (exercised as of the trade date), the accrued interest received in connection with

a sale of such Collateral Interests or Eligible Investments (to the extent such accrued interest was not applied to or set aside for the

purchase of Reinvestment Collateral Interests), in each case, excluding (a) any accrued interest included in Principal Proceeds pursuant

to clause (A)(3) or (4) of the definition of Principal Proceeds and (b) any origination fees and exit fees, which

fees will be retained by the Seller and will not be assigned to the Issuer;

(2)            all

make whole, spread maintenance, yield maintenance or prepayment premiums or any interest amount paid in excess of the stated interest

amount of a Collateral Interest received during the related Due Period (e.g., default interest);

(3)            all

amendment, modification and waiver fees, late payment fees, extension fees and other fees and commissions received by the Issuer during

such Due Period in connection with such Collateral Interests and Eligible Investments (to the extent not paid to the Servicer or the Special

Servicer as additional servicing compensation);

(4)            those

funds in the Expense Reserve Account designated as Interest Proceeds by the Collateral Manager pursuant to Section 10.4(a);

(5)            all

funds remaining on deposit in the Expense Reserve Account upon redemption of the Notes in whole;

(6)            Interest

Advances, if any, advanced by the Advancing Agent, the Backup Advancing Agent or the Trustee, with respect to such Payment Date;

(7)            all

Cash payments corresponding to accrued original issue discount on Eligible Investments;

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(8)            any

interest payments received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary that is not

a Defaulted Collateral Interest;

(9)            all

payments of principal on Eligible Investments purchased with any other Interest Proceeds;

(10)          Cash

and Eligible Investments that are contributed by the holders of the Class J Notes or an affiliate thereof and designated as “Interest

Proceeds” on or before the Determination Date; and

(11)          all

other Cash payments received by the Issuer with respect to the Collateral Interests during the related Due Period to the extent such proceeds

are designated “Interest Proceeds” by the Collateral Manager in its sole discretion with notice to the Trustee, the Servicer

and the Note Administrator on or before the related Determination Date; provided that Interest Proceeds will in no event include

any payment or proceeds specifically defined as “Principal Proceeds” in the definition thereof,

minus (B)(1) any

fees and other compensation and reimbursement of expenses and Servicing Advances and interest thereon (but not amounts payable pursuant

to any indemnification provisions) to which the Servicer or the Special Servicer are entitled pursuant to the terms of the Servicing Agreement

or other Transaction Documents (and, with respect to each Non-Serviced Loan, amounts payable to the servicer and special servicer under

the applicable servicing agreement), (2) any reimbursement of Servicing Advances and interest thereon to which a holder of a Non-Acquired

Participation is entitled pursuant to the related Participation Agreement and (3) the aggregate amount of Interest Proceeds that

were previously applied to reimburse any Nonrecoverable Interest Advances to the Advancing Agent, the Backup Advancing Agent or the Trustee.

“Interest

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

“Investor

Certification”: A certificate, substantially in the form of Exhibit S-1, Exhibit S-2 or Exhibit S-3

hereto, representing that such Person executing the certificate is a Noteholder, a beneficial owner of a Note or a prospective purchaser

of a Note and that (a) such Person is not a borrower, an agent of, or an investment advisor to, any borrower or affiliate of any

borrower under a Commercial Real Estate Loan, in which case such person will have access to all the reports and information made available

to Noteholders under this Indenture, (b) such Person is a borrower, an agent or Affiliate of, or an investment advisor to, any borrower

under a Commercial Real Estate Loan, in which case such person will only receive access to the Monthly Report, or (c) such Person

is a borrower, an agent or Affiliate of, or an investment advisor to, any borrower under a Commercial Real Estate Loan, and is also an

Applicable Investor or a potential Applicable Investor, in which case such person will only receive access to the Monthly Report, the

Loan Reports, the Investor Reports, any Significant Event Information, the final Offering Memorandum, this Indenture, the Servicing Agreement,

the Collateral Interest Purchase Agreement, the Collateral Management Agreement, the EU/UK Reporting Administration Agreement and any

other document designated by the Issuer as necessary to fulfill the EU/UK Transparency Requirements. The Investor Certification may be

submitted electronically by means of the Note Administrator’s Website.

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“Investor

Q&A Forum”: The meaning specified in Section 10.12(a) hereof.

“Investor Report”:

The meaning specified in the Servicing Agreement.

“ISDA Definitions”:

The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended

or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”:

The spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the

ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate”:

The rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index

cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Issuer”:

BSPRT 2026-FL13 Issuer, LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person shall

have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor

Person.

“Issuer

Order” and “Issuer Request”: A written order or request (which may be in the form of a standing order or

request) dated and signed (or, if applicable, sent) in the name of the Issuer by an Authorized Officer of the Issuer, or by an Authorized

Officer of the Collateral Manager on behalf of the Issuer. An order or request provided in an email (or other electronic communication)

sent by an Authorized Officer of the Issuer or Collateral Manager, as applicable, shall constitute an Issuer Order, in each case except

to the extent that the Trustee or Note Administrator reasonably requests otherwise.

“JPMS”:

J.P. Morgan Securities LLC.

“Junior

Participation”: One or more junior participation interests (or B notes) in a Participated Loan pursuant to a participation

agreement (or intercreditor agreement), in which the related Senior Participation is a Collateral Interest that has been acquired by the

Issuer.

“KBRA”: Kroll

Bond Rating Agency, LLC, and its successor in interest.

“Largest

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

“Liquidation

Fee”: The meaning specified in the Servicing Agreement.

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“LLC

Managers”: The managers of the Issuer duly appointed by the sole member of the Issuer (or, if there is only one manager of

the Issuer so duly appointed, such sole manager).

“Loan Report”:

The meaning specified in the Servicing Agreement.

“Loss

Value Payment”: A Cash payment made to the Issuer by the Seller in connection with a Material Breach or Material Document Defect

with respect to any Collateral Interest pursuant to the Collateral Interest Purchase Agreement in an amount that the Collateral Manager

on behalf of the Issuer, subject to the consent of a Majority of the Holders of each Class of Notes (excluding any Note held by the

Seller or any of its Affiliates), determines is sufficient to compensate the Issuer for such Material Breach or Material Document Defect,

which Loss Value Payment will be deemed to cure such Material Breach or Material Document Defect.

“Majority”:

With respect to any Class of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of such Class.

“Manufactured Housing

Community Property”: A real property or portfolio of real properties as to which (a) the majority of the underwritten revenue

is from manufactured housing pad site units, and (b) a majority of the pad sites have certain infrastructure improvements (such as

water and electrical connections) that enable the sites to be occupied by manufactured homes.

“Material

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

“Material

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

“Maturity”:

With respect to any Note, the date on which the unpaid principal of such Note becomes due and payable as therein or herein provided, whether

at the Stated Maturity Date or by declaration of acceleration or otherwise.

“Measurement

Date”: Any of the following: (i) the Closing Date, (ii) the date of acquisition or disposition of any Collateral Interest,

(iii) any date on which any Collateral Interest becomes a Defaulted Collateral Interest, (iv) each Determination Date and (v) with

reasonable notice to the Issuer, the Collateral Manager and the Note Administrator, any other Business Day that the Rating Agencies or

the Holders of at least 66-⅔% 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.

“Membership Interests”:

The limited liability company membership interests of the Issuer.

“Mezzanine Loan”:

A mezzanine loan secured by a pledge of all of the equity interest in a borrower under a Mortgage Loan that is either acquired by the

Issuer or in which a Participation represents an interest.

“Minnesota

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

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“Mixed-Use Property”:

A real property comprised of real property with five or more residential units (including mixed-use multifamily/office and multifamily/retail),

office space, industrial space, retail space, hospitality space, self-storage space and/or pad sites for manufactured homes as to which

no such property type represents a majority of the underwritten revenue.

“Modified

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

a Modified Commercial Real Estate Loan.

“Modified

Commercial Real Estate Loan”: A Commercial Real Estate Loan that has been modified by the Special Servicer pursuant to the Servicing

Agreement in a manner that:

(a)            except

as expressly contemplated by the related Asset Documents, reduces or delays in a material and adverse manner the amount or timing of any

payment of principal or interest due thereon;

(b)           except

as expressly contemplated by the related Asset Documents, results in a release of the lien of the mortgage on any material portion of

the related Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value (as is),

as determined by an appraisal delivered to the Special Servicer (at the expense of the related borrower and upon which the Special Servicer

may conclusively rely), of the property to be released; or

the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Commercial

Real Estate Loan or reduces the likelihood of timely payment of amounts due thereon;

provided

that no Commercial Real Estate Loan that is subject to a Significant Modification that satisfies the Significant Modification Criteria

shall become a Modified Commercial Real Estate Loan solely as a result of such Significant Modification.

“Monthly

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

“Mortgage

Loan”: A commercial and/or multifamily real estate mortgage loan, which mortgage loan is secured by a first-lien mortgage or

deed-of-trust on commercial and/or multifamily properties or leasehold interests therein.

“Mortgaged

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

Real Estate Loan.

“Multifamily

Property”: A real property or portfolio of real properties with five or more residential rental units (including Student Housing

Properties, Build-to-Rent Properties and Independent Living Facilities) as to which the majority of the underwritten revenue is from residential

rental units.

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“Net

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

(i)            the

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

(ii)           the

aggregate Principal Balance of Cash and Eligible Investments held as Principal Proceeds;

(iii)          the

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

and

(iv)          with

respect to each Modified Collateral Interest and Defaulted Collateral Interest, the Calculation Amount of such Collateral Interest;

provided,

however, that (i) for any Collateral Interest for which the purchase price paid by the Issuer is less than 95% of its Principal

Balance at acquisition, the purchase price (instead of the Principal Balance) of such Collateral Interest will be used in calculating

the Net Outstanding Portfolio Balance in clause (a) above, (ii) with respect to each Defaulted Collateral Interest that has

been owned by the Issuer for more than three years after becoming a Defaulted Collateral Interest, the Principal Balance of such Defaulted

Collateral Interest will be zero for purposes of computing the Net Outstanding Portfolio Balance, (iii) in the case of a Collateral

Interest subject to a Credit Risk/Defaulted Collateral Interest Cash Purchase or an exchange for an Exchange Collateral Interest, the

Collateral Manager will have 45 days to exercise such purchase or exchange and during such period such Collateral Interest will not be

treated as a Defaulted Collateral Interest for purposes of computing the Net Outstanding Portfolio Balance and (iv) any Collateral

Interest with respect to which the related Mortgaged Property has become an REO Property shall be treated as a Defaulted Collateral Interest

for purposes of computing the Net Outstanding Portfolio Balance.

“No

Downgrade Confirmation”: A confirmation from a Rating Agency that any proposed action, or failure to act or other specified

event will not, in and of itself, result in the downgrade or withdrawal of the then-current rating assigned to any Class of Notes

then rated by such Rating Agency; provided that if the Requesting Party receives a written waiver or acknowledgment indicating

its decision not to review the matter for which the No Downgrade Confirmation is sought, then the requirement to receive a No Downgrade

Confirmation from the Rating Agency with respect to such matter shall not apply. For the purposes of this definition, any confirmation,

waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail. Notwithstanding

anything to the contrary set forth in this Indenture, at any time during which the Notes are no longer rated by a Rating Agency, a No

Downgrade Confirmation shall not be required from such Rating Agency under this Indenture.

“Non-Acquired

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

“Non-call

Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in October 2028

during which no Optional Redemption is permitted to occur.

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“Non-Permitted

Holder”: The meaning specified in Section 2.13(b) hereof.

“Non-Serviced

Loans”: Each Commercial Real Estate Loan that is serviced and administered pursuant to a servicing agreement other than the

Servicing Agreement.

“Nonrecoverable

Interest Advance”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.6 hereof that

the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has determined in its sole discretion, exercised in good

faith, that the amount so advanced or proposed to be advanced plus interest expected to accrue thereon, will not be ultimately

recoverable from subsequent payments or collections with respect to the Collateral Interests.

“Note

Administrator”: The meaning specified in the preamble to this Indenture. Computershare Trust Company, National Association,

will perform its duties as Note Administrator through its Computershare Corporate Trust division (including, as applicable, any agents

or affiliates utilized thereby).

“Note

Administrator’s Website”: Initially, www.ctslink.com; provided that such address may change upon notice by the

Note Administrator to the parties hereto, the Placement Agents, the 17g-5 Information Provider and Noteholders.

“Note

Interest Rate”: With respect to the Class A Notes, the Class A Rate, with respect to the Class A-S Notes, the

Class A-S Rate, with respect to the Class B Notes, the Class B Rate, with respect to the Class C Notes, the Class C

Rate, with respect to the Class D Notes, the Class D Rate, with respect to the Class E Notes, the Class E Rate, with

respect to the Class F Notes, the Class F Rate, with respect to the Class G Notes, the Class G Rate and with respect

to the Class H Notes, the Class H Rate.

“Note

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

“Noteholder”:

The Person in whose name such Note is registered in the Notes Register.

“Notes”:

The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E

Notes, the Class F Notes, the Class G Notes, the Class H Notes and the Class J Notes, collectively, authorized by,

and authenticated and delivered under, this Indenture.

“Notes

“NRSRO”:

Any nationally recognized statistical rating organization, including the Rating Agencies.

“NRSRO

Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the

form attached hereto as Exhibit O or (b) provided electronically and executed by an NRSRO by means of a click-through

confirmation on the 17g-5 Website.

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“Offered

Notes”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D

Notes and the Class E Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

“Offering

Memorandum”: The Offering Memorandum, dated March 26, 2026, relating to the offering of the Class A Notes, the Class A-S

Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

“Office Property”

means a real property or portfolio of real properties as to which the majority of the underwritten revenue is from office space.

“Officer”:

With respect to any company, corporation or limited liability company, including the Issuer and the Collateral Manager, any Director,

Manager, the Chairman of the Board of Directors, the President, any Senior Vice President, any Vice President, the Secretary, any Assistant

Secretary, the Treasurer, any Assistant Treasurer or General Partner of such entity; and with respect to the Trustee or Note Administrator,

any Trust Officer; and with respect to the Servicer or the Special Servicer, a “Responsible Officer” (as defined in the Servicing

Agreement).

“Officer’s

Certificate”: With respect to the Issuer, the Collateral Manager and the Servicer, any certificate executed by an Authorized

Officer thereof.

“Opinion

of Counsel”: A written opinion addressed to the Trustee and the Note Administrator and, if required by the terms hereof, the

Rating Agencies (each, a “Recipient”) in form and substance reasonably satisfactory to each Recipient, of an outside

third party counsel of national recognition, which attorney may, except as otherwise expressly provided in this Indenture, be counsel

for the Issuer, and which attorney shall be reasonably satisfactory to the Trustee and the Note Administrator. Whenever an Opinion of

Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory which

opinions of other counsel shall accompany such Opinion of Counsel and shall either be addressed to each Recipient or shall state that

each Recipient shall each be entitled to rely thereon.

“Optional

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

“Origination Date As-Is

LTV”: With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the Collateral Manager

in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest (including the Principal Balance

of any Funded Companion Participation that is pari passu in right of repayment and any Collateral Interest that is cross-collateralized

with the subject Collateral Interest) as of the date of origination to the “as-is” value estimate of the related Mortgaged

Property (and any Mortgaged Property cross-collateralizing the subject Collateral Interest) as reflected in an appraisal that was obtained

not more than six (6) months prior to the date of origination.

“Outstanding”:

With respect to the Notes, as of any date of determination, all of the Notes or any Class of Notes, as the case may be, theretofore

authenticated and delivered under this Indenture except:

(i)            Notes

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

-42-

(ii)           Notes

or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the

Note Administrator or the Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii); provided

that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture;

(iii)          Notes

in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory

to the Note Administrator is presented that any such Notes are held by a Holder in due course; and

(iv)          Notes

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

provided

that in determining whether the Noteholders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization,

direction, notice, consent or waiver hereunder, (x) Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed

not to be Outstanding, except that Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee

establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is

not the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer, the Collateral Manager or such other obligor and (y) in

relation to (i) the exercise by the Noteholders of their right, in connection with certain Events of Default, to accelerate amounts

due under the Notes and (ii) any amendment or other modification of, or assignment or termination of, any of the express rights or

obligations of the Collateral Manager under the Collateral Management Agreement or this Indenture, Notes owned by the Collateral Manager

or any of its Affiliates, or by any accounts managed by them, will be disregarded and deemed not to be Outstanding. The Note Administrator

and the Trustee will be entitled to rely on certificates from Noteholders to determine any such affiliations and shall be protected in

so relying, except to the extent that a Trust Officer of the Trustee or Note Administrator, as applicable, has actual knowledge of any

such affiliation.

“Par

Purchase Price”: With respect to a Collateral Interest, the sum of (A) the Principal Balance of such Collateral Interest

as of the date of purchase; plus (B) all accrued and unpaid interest on such Collateral Interest (excluding any default interest)

at the related interest rate to but not including the date of purchase; plus (C) all related unreimbursed Servicing Advances

and accrued and unpaid interest on such Servicing Advances at the Advance Rate, plus (D) all unpaid Servicing Fees, if any,

and all Special Servicing Fees and either Workout Fees or Liquidation Fees (but not both) allocable to such Collateral Interest; plus

(E) all unreimbursed expenses incurred by the Issuer (and if applicable, the Seller), the Servicer and the Special Servicer in

connection with such Collateral Interest.

“Par

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

Net Outstanding Portfolio Balance on such Measurement Date by (b) the sum of the Aggregate Outstanding Amount of the Class A

Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and

the amount of any unreimbursed Interest Advances.

-43-

“Par

Value Test”: A test that will be satisfied as of any Measurement Date on which any Offered Notes remain outstanding if the

Par Value Ratio on such Measurement Date is equal to or greater than 110.89%.

“Participated

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

“Participated

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

“Participating

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

“Participation”:

Any Senior Participation or Junior Participation.

“Participation

Agreement”: With respect to each Participated Loan, the participation agreement (or co-lender agreement) that governs the rights

and obligations of the holders of the related Participation, each related Future Funding Participation and/or each related Funded Companion

Participation.

“Paying

Agent”: The Note Administrator, in its capacity as Paying Agent hereunder, authorized by the Issuer to pay the principal of

or interest on any Notes on behalf of the Issuer as specified in Section 7.2 hereof.

“Payment

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

“Payment

Date”: The 18th day of each month (or, if such day is not a Business Day, the next Business Day), commencing on the

Payment Date in May 2026 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.

“Permitted

Subsidiary”: Any one or more single purpose entities that are wholly or partially owned by the Issuer and are established exclusively

for the purpose of taking title to a defaulted loan, mortgage, real estate or any Sensitive Asset in connection, in each case, with the

exercise of remedies or otherwise, which may be treated as a corporation for U.S. federal income tax purposes if FBRT Sub REIT determines

that it is in the best interest of FBRT Sub REIT or its shareholders.

“Person”:

An individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock

company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Placement

Agreement”: The placement agreement relating to the Notes dated as of March 26, 2026, by and among the Issuer, Franklin

BSP Realty Trust, Inc., BSPRT Operating Partnership and the Placement Agents.

“Placement

Agents”: JPMS, ATLAS SP, Barclays, Citigroup and WFS.

-44-

“Pledged

Collateral Interest”: On any date of determination, any Collateral Interest that has been Granted to the Trustee and not been

released from the lien of this Indenture pursuant to Section 10.9 hereof.

“PRA”: The

Prudential Regulation Authority of the UK.

“PRA Rulebook”:

The rulebook of published policy of the PRA.

“PRASR”:

The Securitisation Part of the PRA Rulebook.

“Principal

Balance” or “par”: (i) With respect to any Commercial Real Estate Loan, Collateral Interest or Eligible

Investment, as of any date of determination, the outstanding principal amount of such Commercial Real Estate Loan, Collateral Interest

(as reduced by all payments or other collections of principal received or deemed received, and any principal forgiven by the Special Servicer

and other principal losses realized, on such Collateral Interest during the related collection period) or Eligible Investment and (ii) with

respect to Cash, the face amount thereof; provided that the Principal Balance of any Eligible Investment that does not pay Cash

interest on a current basis will be the accreted value thereof.

“Principal

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

(1)            all

principal payments (including Unscheduled Principal Payments and any casualty or condemnation proceeds and any proceeds from the exercise

of remedies (including liquidation proceeds)) received during the related Due Period in respect of (a) Eligible Investments (other

than Eligible Investments purchased with Interest Proceeds, Eligible Investments in the Expense Reserve Account and any amount representing

the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment) and (b) Collateral Interests

as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Collateral Interest, (ii) optional prepayments

made at the option of the related borrower, (iii) recoveries on Defaulted Collateral Interests (except for recoveries that are in

excess of the outstanding principal balance of the related Collateral Interest), or (iv) any other principal payments received with

respect to Collateral Interests;

(2)            Sale

Proceeds received during such Due Period in respect of sales in accordance with the Transaction Documents and excluding (i) accrued

interest included in Sale Proceeds, (ii) any reimbursement of expenses included in such Sale Proceeds and (iii) any portion

of such Sale Proceeds that are in excess of the outstanding Principal Balance of the related Collateral Interest or Eligible Investment;

(3)            any

interest received during such Due Period on such Collateral Interests or Eligible Investments to the extent such interest constitutes

proceeds from accrued interest purchased with Principal Proceeds other than accrued interest purchased by the Issuer on or prior to the

Closing Date;

(4)            all

Cash payments of interest received during such Due Period on Defaulted Collateral Interests;

-45-

(5)            any

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

(6)            any

Loss Value Payment received by the Issuer from the Seller during the related Due Period;

(7)            Cash

and Eligible Investments that are contributed by the holders of the Class J Notes or an affiliate thereof and designated as “Principal

Proceeds” on or before the Determination Date; and

(8)            Cash

and Eligible Investments transferred from the Reinvestment Account to the Payment Account pursuant to Section 10.2;

minus (B) the

aggregate amount of (1) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the Backup

Advancing Agent from Interest Proceeds related to such Payment Date and (2) any amounts paid or reimbursed to the Servicer or Special

Servicer pursuant to the terms of the Servicing Agreement or other Transaction Documents out of amounts that would otherwise be Principal

Proceeds.

“Priority

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

“Privileged

Person”: Any of the following: the Placement Agents and their designees, the Servicer, the Special Servicer, the Trustee, the

Paying Agent, the Note Administrator, the Seller, the Collateral Manager, the Advancing Agent, the EU/UK Reporting Administrator, the

Issuer, any Person who provides the Note Administrator with an Investor Certification and any Rating Agency or other NRSRO that delivers

an NRSRO certification to the Note Administrator (which Investor Certification and NRSRO certification may be submitted electronically

by means of the Note Administrator’s Website). Any Noteholder that submits an Investor Certification that it is a borrower, an agent

or affiliate of a borrower, or an investment advisor to a borrower under a Commercial Real Estate Loan, will not be deemed a Privileged

Person and will be entitled to access only the Monthly Report and if such Noteholder is also an Applicable Investor or a potential Applicable

Investor, will be entitled to access the Monthly Report, the Loan Reports, the Investor Reports, any Significant Event Information, the

final Offering Memorandum, this Indenture, the Servicing Agreement, the Collateral Interest Purchase Agreement, the Collateral Management

Agreement, the EU/UK Reporting Administration Agreement and any other document designated by the Issuer as necessary to fulfill the EU/UK

Transparency Requirements.

“Proceeding”:

Any suit in equity, action at law or other judicial or administrative proceeding.

“QIB”:

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

“Qualified

Purchaser”: A “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act or an entity owned

exclusively by one or more such “qualified purchasers.”

-46-

“Qualified

REIT Subsidiary”: A corporation that, for U.S. federal income tax purposes, is wholly owned by a real estate investment trust

under Section 856(i)(2) of the Code.

“Qualified

Servicer”: The meaning specified in the Servicing Agreement.

“Rating

Agencies”: Fitch and KBRA and any successor thereto, or, with respect to the Collateral generally, if at any time Fitch or KBRA

or any such successor ceases to provide rating services with respect to the Notes or certificates similar to the Notes, any other NRSRO

selected by the Issuer and reasonably satisfactory to a Majority of the Notes voting as a single Class.

“Rating

Agency Condition”: A condition that is satisfied if:

(a)            the

party required to satisfy the Rating Agency Condition (the “Requesting Party”) has made a written request to each Rating

Agency for a No Downgrade Confirmation; and

(b)           any

one of the following has occurred with respect to each such Rating Agency:

(i)            a

No Downgrade Confirmation has been received from such Rating Agency;

(ii)           the

Requesting Party receives a written waiver or acknowledgement from such Rating Agency indicating its decision not to review the matter

for which the No Downgrade Confirmation is sought; or

(iii)          (A)         within

ten (10) Business Days of such request being sent to such Rating Agency, such Rating Agency has not replied to such request or has

responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for confirmation;

(B)          the

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

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

(D)         there

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

“Rating

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

“Record

Date”: With respect to any Holder and any Payment Date, the close of business on the last Business Day of the calendar month

immediately preceding the month in which such Payment Date occurs; provided that the Record Date with respect to the first Payment

Date shall be the Closing Date.

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“Recovery

Rate”: With respect to each Commercial Real Estate Loan, the rate specified in the table set forth below with respect to the

property type of the related Mortgaged Property or Mortgaged Properties:

Property Type

Recovery Rate

Multifamily (including student housing), industrial and anchored retail properties

60%

Self-storage, mixed-use and unanchored retail properties

55%

Hospitality properties

45%

Healthcare properties

45%

Manufactured housing properties

40%

“Redemption

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

“Redemption

Price”: The Redemption Price of each Class of Notes on a Redemption Date will be calculated as follows:

Class A

Notes. The redemption price for the Class A Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class A Notes to be redeemed, together with the Class A Interest Distribution Amount

(plus any Class A Defaulted Interest Amount) due on the applicable Redemption Date;

Class A-S

Notes. The redemption price for the Class A-S Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class A-S Notes to be redeemed, together with the Class A-S Interest Distribution Amount

(plus any Class A-S Defaulted Interest Amount) due on the applicable Redemption Date.

Class B

Notes. The redemption price for the Class B Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class B Notes to be redeemed, together with the Class B Interest Distribution Amount

(plus any Class B Defaulted Interest Amount) due on the applicable Redemption Date;

Class C

Notes. The redemption price for the Class C Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class C Notes (including any Class C Deferred Interest) to be redeemed, together with

the Class C Interest Distribution Amount (plus any Class C Defaulted Interest Amount) due on the applicable Redemption

Date;

Class D

Notes. The redemption price for the Class D Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class D Notes (including any Class D Deferred Interest) to be redeemed, together with

the Class D Interest Distribution Amount (plus any Class D Defaulted Interest Amount) due on the applicable Redemption

Date;

Class E

Notes. The redemption price for the Class E Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class E Notes (including any Class E Deferred Interest) to be redeemed, together with

the Class E Interest Distribution Amount (plus any Class E Defaulted Interest Amount) due on the applicable Redemption

Date;

-48-

Class F

Notes. The redemption price for the Class F Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class F Notes (including any Class F Deferred Interest) to be redeemed, together with

the Class F Interest Distribution Amount (plus any Class F Defaulted Interest Amount) due on the applicable Redemption

Date;

Class G

Notes. The redemption price for the Class G Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class G Notes (including any Class G Deferred Interest) to be redeemed, together with

the Class G Interest Distribution Amount (plus any Class G Defaulted Interest Amount) due on the applicable Redemption

Date;

Class H

Notes. The redemption price for the Class H Notes will be calculated on the related Determination Date and will equal

the Aggregate Outstanding Amount of the Class H Notes (including any Class H Deferred Interest) to be redeemed, together with

the Class H Interest Distribution Amount (plus any Class H Defaulted Interest Amount) due on the applicable Redemption

Date; and

Class J

Notes. The redemption price for the Class J Notes will be calculated on the related Determination Date and will be equal

to the sum of all net proceeds of the sale of the Collateral in accordance with Article 12 hereof and Cash, if any, remaining

after payment of all amounts and expenses, including payments made in respect of the Notes, described under clauses (1) through

(20) of Section 11.1(a)(iii); provided that if there are no such net proceeds or Cash remaining, the redemption price

for the Class J Notes shall be equal to U.S.$0.

“Reference

Time”: With respect to any determination of the Benchmark, (i) if the

Benchmark is Term SOFR, 3:00 p.m. (New York City time) on the Benchmark Determination Date and (ii) if the Benchmark is not

Term SOFR, the time determined by the Collateral Manager in accordance with the Benchmark Replacement Conforming Changes.

“Registered”:

With respect to any debt obligation, a debt obligation that is issued after July 18, 1984, and that is in registered form for purposes

of the Code.

“Regulation S”:

Regulation S under the Securities Act.

“Regulation S

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

“Reimbursement

Interest”: Interest accrued on the amount of any Interest Advance made by the Advancing Agent or the Backup Advancing Agent

for so long as it is outstanding, at the Reimbursement Rate, which Reimbursement Interest is hereby waived by the Advancing Agent for

so long as (i) the Advancing Agent is BSPRT Operating Partnership or any of its Affiliates and (ii) any of BSPRT Operating Partnership

or any of its Affiliates owns the Class J Notes.

-49-

“Reimbursement

Rate”: A rate per annum equal to the “prime rate” as published in the “Money Rates” section

of The Wall Street Journal, as such “prime rate” may change from time to time. If more than one “prime rate”

is published in The Wall Street Journal for a day, the average of such “prime rates” will be used, and such average

will be rounded up to the nearest one-eighth of one percent (0.125%). If the “prime rate” contained in The Wall Street

Journal is not readily ascertainable, the Collateral Manager will select an equivalent publication that publishes such “prime

rate,” and if such “prime rates” are no longer generally published or are limited, regulated or administered by a governmental

authority or quasigovernmental body, then the Collateral Manager will select, in its reasonable discretion, a comparable interest rate

index.

“Reinvestment

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

“Reinvestment

Collateral Interest”: Any Mortgage Loan, Combined Loan or Participation that is acquired during the Reinvestment Period with

Principal Proceeds from the Collateral Interests (or any cash contributed by the holders of the Class J Notes to the Issuer) and

that satisfies the Eligibility Criteria.

“Reinvestment

Period”: The period beginning on the Closing Date and ending on and including the first to occur of any of the following events

or dates: (i) the day preceding the end of the Due Period that ends following the Payment Date in October 2028; (ii) the

end of the Due Period related to the Payment Date on which all of the Notes are redeemed as described herein under Section 9.1;

and (iii) the date on which principal of and accrued and unpaid interest on all of the Notes is accelerated following the occurrence

and continuation of an Event of Default; provided, however, that with respect to the acquisition of a proposed Reinvestment Collateral

Interest as to which the Collateral Manager or an affiliate has entered into a loan application or binding commitment to originate or

purchase such Collateral Interest during the Reinvestment Period, the Collateral Manager may acquire such Collateral Interest on behalf

of the Issuer (using Principal Proceeds received during the Reinvestment Period described above) if such acquisition is settled within

the 60-day period following the Reinvestment Period and, solely for the purpose of acquiring such Collateral Interest, the term “Reinvestment

Period” will be deemed to include such additional 60-day period.

“REIT”:

A “real estate investment trust” under the Code.

“Relevant Governmental

Body”: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened

by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Relevant Recipient”:

In respect of any reports, data or information required to be made available pursuant to the EU/UK Transparency Requirements, any (i) Applicable

Investor, (ii) potential Applicable Investor or (iii) national regulator in any European Union member state and/or the UK; provided,

that in the case of clauses (i) and (ii), such recipient provides the Note Administrator with an Investor Certification, and, in

the case of clause (iii), the Note Administrator has received written instructions from the Issuer or the EU/UK Retention Holder to provide

such regulator access to the Note Administrator’s Website.

“Remittance

Date”: The meaning specified in the Servicing Agreement.

“REO Accounts”:

The meaning specified in the Servicing Agreement.

-50-

“REO Property”:

The meaning specified in the Servicing Agreement.

“Reporting Entity”:

The entity designated in accordance with Article 7(2) of the EU Securitization Regulation, Article 7 of Chapter 2 of the

PRASR and SECN 6.3.1R to make available to any Relevant Recipient, the documents, reports and information necessary to fulfil the relevant

elements of the EU/UK Transparency Requirements.

“Repurchase Price”:

With respect to any Collateral Interest, the sum of the following (in each case, without duplication) as of the date of such repurchase:

(i) the then-outstanding Principal Balance of such Collateral Interest, discounted based on the percentage amount of any discount

that was applied when such Collateral Interest was purchased by the Issuer, plus (ii) accrued and unpaid interest on such Collateral

Interest, plus (iii) any unreimbursed advances made under this Indenture or the Servicing Agreement and allocable to such Collateral

Interest, plus (iv) accrued and unpaid interest on advances made under this Indenture or the Servicing Agreement and allocable to

such Collateral Interest, plus (v) any reasonable costs and expenses (including, but not limited to, the cost of any enforcement

action incurred by the Issuer or the Trustee in connection with any such repurchase), plus (vi) any liquidation fee payable to the

Special Servicer in connection with a repurchase of such Collateral Interest by the Seller.

“Repurchase

Request”: The meaning specified in Section 7.17 hereof.

“Retail Property”:

A real property or portfolio of real properties as to which the majority of the underwritten revenue is from retail space.

“Retained

Notes”: 100% of the Class F Notes, the Class G Notes, the Class H Notes and the Class J Notes.

“Request

for Release”: A request for release in the form of Exhibit N.

“Rule 144A”:

Rule 144A under the Securities Act.

“Rule 144A

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

“Rule 144A

Information”: The meaning specified in Section 7.13 hereof.

“Rule 17g-5”:

The meaning specified in Section 14.12(a) hereof.

“Sale”:

The meaning specified in Section 5.17(a) hereof.

“Sale

Proceeds”: All proceeds (including accrued interest) received with respect to Collateral Interests and Eligible Investments

as a result of sales of such Collateral Interests and Eligible Investments (or any related REO Property), sales in connection with the

exercise of a purchase option by a mezzanine lender, and sales in connection with a repurchase or substitution for a Material Breach,

a Material Document Defect or a Combined Loan Disposition Event, in each case net of any reasonable out-of-pocket expenses of the Collateral

Manager, the Trustee, the Custodian, the Note Administrator, the Servicer or the Special Servicer under the Servicing Agreement in connection

with any such sale.

-51-

“Secured Notes”:

The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E

Notes, the Class F Notes, the Class G Notes and the Class H Notes.

“SECN”: The

securitisation sourcebook of the FCA Handbook.

“Secured

Parties”: Collectively, the Collateral Manager, the Trustee for itself and for the benefit of the holders of the Secured Notes,

the Custodian, the Securities Intermediary, the Note Administrator, the Advancing Agent, the Backup Advancing Agent, the holders of the

Offered Notes, the Servicer and the Special Servicer, each as their interests appear in applicable Transaction Documents.

“Securities

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

“Securities

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

“Securities

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

“Securities

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

“Securitization

Sponsor”: BSPRT Operating Partnership.

“Security

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

“Segregated

Liquidity”: The meaning specified in the Servicing Agreement.

“Self-Storage Property”:

A real property or portfolio of real properties as to which the majority of the underwritten revenue is from self-storage space.

“Seller”:

BSPRT 2026-FL13 Seller, LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller under

the Collateral Interest Purchase Agreement.

“Senior

AB Pari Passu Participation”: A Collateral Interest that is a participation interest (or an A note) in a Participated Loan pursuant

to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is senior to one or more Junior

Participations in such Participated Loan but is pari passu with one or more other participation interests (or A notes) in such

Participated Loan that are each Non-Acquired Participations and which each are the senior-most interest in such Participated Loan.

“Senior

AB Participation”: A Collateral Interest that is a participation interest (or an A note) in a Participated Loan pursuant to

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

-52-

“Senior Living Community”:

A facility licensed by a state Healthcare Authority to provide care and services for skilled nursing, assisted living and independent

living residents and for which no such property type represents a majority of the underwritten revenue.

“Senior

Pari Passu Participation”: A Collateral Interest that is a participation interest (or an A note) in a Participated Loan pursuant

to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is pari passu with one or

more other senior pari passu participation interests that are each Non-Acquired Participations and which each are the senior-most

interest in such Participated Loan.

“Senior

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

“Sensitive

Asset”: A real property interest or other interest resulting from the conversion, exchange, other modification or exercise of

remedies with respect to a Collateral Interest or portion thereof, in either case, as to which the Collateral Manager has determined,

based on an Opinion of Counsel, could give rise to material liability of the Issuer (including liability for taxes) if held directly by

the Issuer.

“Servicer”:

NewPoint Real Estate Capital LLC, a Michigan limited liability company, solely in its capacity as servicer under the Servicing Agreement,

together with its permitted successors and assigns or any successor Person that shall have become the servicer pursuant to the appropriate

provisions of the Servicing Agreement.

“Servicing

Accounts”: The Escrow Accounts, the Collection Account, the Participated Loan Collection Account, the REO Accounts and the Cash

Collateral Accounts, each as established under and defined in the Servicing Agreement.

“Servicing

Advances”: The meaning specified in the Servicing Agreement.

“Servicing

Agreement”: The Servicing Agreement, dated as of the Closing Date, by and among the Issuer, the Trustee, the Collateral Manager,

the Note Administrator, the Servicer, the General Special Servicer, the Affiliated Loan Special Servicer and the Advancing Agent, as amended,

supplemented or otherwise modified from time to time in accordance with its terms.

“Servicing

Standard”: The meaning specified in the Servicing Agreement.

“Significant Event

Information”: The meaning specified in the Servicing Agreement.

“Significant Modification”:

The meaning specified in the Servicing Agreement.

“Significant Modification

Criteria”: The meaning specified in the Servicing Agreement.

“Similar Law”:

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

-53-

“Skilled Nursing Facility”:

A facility licensed by a state Healthcare Authority to provide short-term and long-term custodial care, skilled nursing and rehabilitation

services.

“SOFR”:

With respect to any calendar day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New

York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR Business Day”:

Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the

fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Special

Servicer”: (i) With respect to each Serviced Loan (other than any Serviced Loan in which a Collateral Manager Related Party

owns 50% or more of the equity interest in the related borrower), the General Special Servicer and (ii) with respect to each Serviced

Loan in which a Collateral Manager Related Party owns 50% or more of the equity interest in the related borrower, the Affiliated Loan

Special Servicer, as applicable and as the context may require.

“Special

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

“Specially Serviced

Loan”: The meaning specified in the Servicing Agreement.

“Specified

Person”: The meaning specified in Section 2.6 hereof.

“SR 2024”:

The UK’s Securitisation Regulations 2024 (SI 2024/102), as amended, varied or substituted from time to time.

“Stated

Maturity Date”: The Payment Date in October 2043.

“Student Housing Property”:

A real property or portfolio of real properties as to which the majority of the underwritten revenue is from student housing.

“Successful

Auction”: Either (i) an auction that is conducted in accordance with the provisions specified in this Agreement and the

Servicing Agreement, which includes the requirement that the aggregate cash purchase price for all the Collateral Interests, together

with the balance of all Eligible Investments and cash in the Payment Account, will be at least equal to the Total Redemption Price or

(ii) the purchase of all of the Collateral Interests by the Majority of the Class J Noteholders for a price that, together with

the balance of all Eligible Investments and cash in the Payment Account, is equal to the Total Redemption Price.

“Supermajority”:

With respect to any Class of Notes, the Holders of at least 66⅔% of the Aggregate Outstanding Amount of the Notes of

such Class.

“Tax

Event”: An event that will occur at any time that: (i) any borrower is, or on the next scheduled payment date under any

Collateral Interest, will be, required to deduct or withhold from any payment under any Collateral Interest to the Issuer for or on account

of any tax for whatever reason and such borrower is not required to pay to the Issuer such additional amount as is necessary to ensure

that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such borrower or the Issuer) will

equal the full amount that the Issuer would have received had no such deduction or withholding been required, (ii) any jurisdiction

imposes net income, profits, or similar tax on the Issuer or (iii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary

or other disregarded entity of a REIT for U.S. federal income tax purposes.

-54-

“Tax

Materiality Condition”: The condition that will be satisfied if either (i) as a result of the occurrence of a Tax Event,

a tax or taxes are imposed on the Issuer or withheld from payments to the Issuer and with respect to which the Issuer receives less than

the full amount that the Issuer would have received had no such deduction occurred and such amount exceeds, in the aggregate, $1,000,000

during any twelve (12)-month period or (ii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary or other disregarded

entity of a REIT for U.S. federal income tax purposes.

“Tax

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

“Term SOFR”:

The one-month forward-looking term SOFR, as reported on the CME Market Data Platform (or any alternative source designated by CME Group

Benchmark Administration Limited, as administrator of Term SOFR, from time to time) for the rate currently identified as “1 Month

CME Term SOFR,” which will be calculated as described on Schedule B.

“Term SOFR Source”:

CME Market Data Platform (or any alternative source designated by CME Group Benchmark Administration Limited, as administrator of Term

SOFR, from time to time) for the rate currently identified as “1 Month CME Term SOFR.”

“Total

Redemption Price”: The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1) through

(4) of Section 11.1(a)(i) (without regard to any cap contained therein) and to redeem all Notes at their applicable

Redemption Prices.

“Transaction

Documents”: This Indenture, the Collateral Management Agreement, the Placement Agreement, the Collateral Interest Purchase Agreement,

EU/UK Reporting Administration Agreement, the Securities Account Control Agreement, the Future Funding Reserve Account Control Agreement,

the Participation Agreements and the Servicing Agreement.

“Transfer

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

in its capacity as Transfer Agent.

“Treasury

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

“Trust

Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct

responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom such

matter is referred because such officer’s knowledge of and familiarity with the particular subject and (ii) the Note Administrator,

any officer of the Computershare Corporate Trust group of the Note Administrator with direct responsibility for the administration of

this Indenture and also, with respect to a particular matter, any other officer to whom a particular matter is referred because of such

officer’s knowledge of and familiarity with the particular subject.

-55-

“Trustee”:

The meaning specified in the preamble to this Indenture.

“Trustee/Note Administrator

Fee”: An amount equal to $7,500 payable on each Payment Date.

“Two

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

“UCC”:

The applicable Uniform Commercial Code.

“UK”: The

United Kingdom.

“UK Due Diligence Requirements”:

The due diligence requirements under Article 5 of Chapter 2 of the PRASR, SECN 4 and regulations 32B, 32C and 32D of SR 2024 or any

applicable successor or replacement provisions from time to time.

“UK Institutional Investor”:

Any “institutional investor” as defined in the UK Securitization Framework.

“UK

Securitization Framework”: SR 2024, SECN and PRASR, together with the relevant provisions of FSMA, in each case, as amended,

varied or substituted from time to time.

“UK

Transparency Requirements”: The disclosure requirements under SECN 6, SECN 11 (including its Annexes) and SECN 12 (including

its Annexes), Chapter 5 of the PRASR (including its Annexes), Chapter 6 of the PRASR (including its Annexes) and Article 7 of Chapter

2 of the PRASR, in each case, together with any amendments, variations or substitutions to those provisions or any applicable successor

or replacement provisions from time to time.

“Unadjusted Benchmark

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

“United

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

thereby.

“Unscheduled

Principal Payments”: Any proceeds received by the Issuer from an unscheduled prepayment or redemption (in whole but not in part)

by the obligor of a Commercial Real Estate Loan prior to the maturity date of such Collateral Interest.

“Unused

Proceeds Account”: The meaning specified in Section 10.5(a) hereof.

“Updated

Appraisal”: The meaning specified in the Servicing Agreement.

“U.S.

Person”: The meaning specified in Regulation S.

“U/W

Stabilized NCF Debt Yield”: With respect to any Collateral Interest, the ratio, as calculated by the Collateral Manager

in accordance with the Collateral Management Standard, of (a) the “stabilized” annual net cash flow generated from the

related Mortgaged Property before interest, depreciation and amortization, based on the stabilized underwriting, which may include the

completion of certain proposed capital expenditures and the realization of stabilized occupancy and/or rents to (b) the Principal

Balance of such Collateral Interest. In determining U/W Stabilized NCF Debt Yield for any Reinvestment Collateral Interest or Exchange

Collateral Interest that is a Participation, the calculation of U/W Stabilized NCF Debt Yield will take into account the Principal Balance

of the Participation being acquired by the Issuer and the related Companion Participation(s) (assuming fully funded) or related

note also secured by the related Mortgaged Property or properties, as applicable, that is senior or pari passu in right to the

Participation being acquired by the Issuer but not any Companion Participation(s) or related note also secured by the related Mortgaged

Property or properties, as applicable, that is junior in right to the Participation being acquired by the Issuer. In determining the

U/W Stabilized NCF Debt Yield for any Reinvestment Collateral Interest or Exchange Collateral Interest that is cross-collateralized with

one or more other Collateral Interests, the U/W Stabilized NCF Debt Yield was calculated with respect to the cross-collateralized group

in the aggregate.

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“Volcker

Rule”: The meaning specified in Section 8.1(a)(vi) hereof.

“Weighted Average Coupon”:

As of any date of determination, the number obtained (rounded up to the next 0.001%), by (A) summing the products obtained by multiplying

(i) with respect to any Fixed Rate Collateral Interest (other than any Defaulted Collateral Interest), the stated interest coupon

by (ii) the Principal Balance of such Collateral Interest as of such date, and (B) dividing such sum by the aggregate Principal

Balance of all Fixed Rate Collateral Interests (other than any Defaulted Collateral Interests).

“Weighted

Average Life”: As of any Measurement Date with respect to the Collateral Interests (other than Defaulted Collateral Interests),

the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each Collateral

Interest (other than Defaulted Collateral Interests) by (b) the outstanding Principal Balance of such Collateral Interest and (ii) dividing

such sum by the aggregate Principal Balance at such time of all Collateral Interests (other than Defaulted Collateral Interests), where

“Average Life” means, on any Measurement Date with respect to any Collateral Interest (other than a Defaulted Collateral

Interest), the quotient obtained by the Collateral Manager by dividing (i) the sum of the products of (a) the number

of years (rounded to the nearest one tenth thereof) from such Measurement Date to the respective dates of each successive expected distribution

of principal of such Collateral Interest and (b) the respective amounts of such expected distributions of principal by (ii) the

sum of all successive expected distributions of principal on such Collateral Interest.

“Weighted

Average Spread”: As of any date of determination, the number obtained (rounded up to the next 0.001%), by (A) summing

the products obtained by multiplying (i) with respect to any Collateral Interest (other than (i) any Fixed Rate Collateral

Interests and (ii) any Defaulted Collateral Interests), the greater of (x) the current stated spread above Term SOFR (or the

applicable successor benchmark rate, including any applicable spread adjustment) at which interest accrues on each such Collateral Interest

and (y) if such Collateral Interest provides for a minimum interest rate payable thereunder, the excess, if any, of the minimum

interest rate applicable to such Collateral Interest (net of any servicing fees and expenses) over Term SOFR (or the applicable successor

benchmark rate, including any applicable spread adjustment) by (ii) the Principal Balance of such Collateral Interest as of such

date, and (B) dividing such sum by the aggregate Principal Balance of all Collateral Interests (excluding (i) all Fixed Rate

Collateral Interests and (ii) all Defaulted Collateral Interests).

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“WFS”: Wells

Fargo Securities, LLC.

“Workout

Fee”: The meaning specified in the Servicing Agreement.

Section 1.2         Interest

Calculation Convention. All calculations of interest hereunder that are made with respect to the Notes shall be made on the basis

of the actual number of days during the related Interest Accrual Period divided by three hundred sixty (360).

Section 1.3         Rounding

Convention. Unless otherwise specified herein, test calculations that are evaluated as a percentage will be rounded to the nearest

ten thousandth of a percentage point and test calculations that are evaluated as a number or decimal will be rounded to the nearest one

hundredth of a percentage point.

ARTICLE 2

THE

NOTES

Section 2.1         Forms

Generally. The Notes and the Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”)

shall be in substantially the forms required by this Article 2, with such appropriate insertions, omissions, substitutions

and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification

and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer, executing

such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof,

with an appropriate reference thereto on the face of the Note.

Section 2.2         Forms

of Notes and Certificate of Authentication.

(a)            Form.

The form of each Class of the Notes, including the Certificate of Authentication, shall be substantially as set forth in Exhibits A-1,

A-2, B-1, B-2, C-1, C-2, D-1, D-2, E-1, E-2, F-1, F-2, G-1,

G-2, H-1, H-2, I-1, I-2 and J-1 hereto.

(b)            Global

Notes and Definitive Notes. (i) The Notes initially offered and sold in the United States to (or to U.S. Persons who are) QIBs

may be represented by one or more permanent global notes in definitive, fully registered form without interest coupons with the applicable

legend set forth in Exhibits A-1, B-1, C-1, D-1, E-1, F-1, G-1, H-1 and

I-1 hereto added to the form of such Notes (each, a “Rule 144A Global Note”), which shall be registered

in the name of Cede & Co., as the nominee of the Depository and deposited with the Note Administrator, as custodian for the

Depository, duly executed by the Issuer and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal

amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Note

Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

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(ii)            The

Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall be, and the Notes offered and sold in

the United States to (or to U.S. Persons who are ) QIBs may be, issued in definitive form, registered in the name of the legal or beneficial

owner thereof attached without interest coupons with the applicable legend set forth in Exhibits A-2, B-2, C-2,

D-2, E-2, F-2, G-2, H-2, I-2 and J-1 hereto added to the form of such Notes (each,

a “Definitive Note”), which shall be duly executed by the Issuer and authenticated by the Authenticating Agent as hereinafter

provided. The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on

the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(iii)            The

Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by one or more permanent global notes

in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A-1, B-1,

C-1, D-1, E-1, F-1, G-1, H-1 and I-1 hereto added to the form of such Notes (each, a

“Regulation S Global Note”), which shall be deposited on behalf of the subscribers for such Notes represented

thereby with the Note Administrator as custodian for the Depository and registered in the name of a nominee of the Depository for the

respective accounts of Euroclear and Clearstream, Luxembourg or their respective depositories, duly executed by the Issuer and authenticated

by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time

to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the

case may be, as hereinafter provided.

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

The

Issuer shall execute and the Authenticating Agent shall, in accordance with this Section 2.2(c), authenticate and deliver

initially one or more Global Notes that shall be (i) registered in the name of the nominee of the Depository for such Global Note

or Global Notes and (ii) delivered by the Note Administrator to such Depository or pursuant to such Depository’s instructions

or held by the Note Administrator’s agent as custodian for the Depository.

Agent Members shall have no

rights under this Indenture with respect to any Global Note held on their behalf by the Note Administrator, as custodian for the Depository

or under the Global Note, and the Depository may be treated by the Issuer, the Trustee, the Note Administrator, the Servicer and the Special

Servicer and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the

foregoing, nothing herein shall prevent the Issuer, the Trustee, the Note Administrator, the Servicer and the Special Servicer or any

of their respective agents, from giving effect to any written certification, proxy or other authorization furnished by the Depository

or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights

of a Holder of any Global Note.

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(d)            Delivery

of Definitive Notes in Lieu of Global Notes. Except as provided in Section 2.10 hereof, owners of beneficial interests

in a Class of Global Notes shall not be entitled to receive physical delivery of a Definitive Note.

Section 2.3         Authorized

Amount; Stated Maturity Date; and Denominations. (a) The aggregate principal amount of Notes that may be authenticated and delivered

under this Indenture is limited to U.S.$880,446,101, except for (i) Notes authenticated and delivered upon registration of transfer

of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6 or 8.5 hereof and (ii) any

Deferred Interest.

Such Notes shall be divided

into ten (10) Classes having designations and original principal amounts as follows:

Designation

Original

Principal Amount

Class A Senior Secured Floating Rate Notes due 2043

U.S.$510,658,000

Class A-S Second Priority Secured Floating Rate Notes due 2043

U.S.$97,950,000

Class B Third Priority Secured Floating Rate Notes due 2043

U.S.$55,028,000

Class C Fourth Priority Secured Floating Rate Notes due 2043

U.S.$55,028,000

Class D Fifth Priority Secured Floating Rate Notes due 2043

U.S.$31,916,000

Class E Sixth Priority Secured Floating Rate Notes due 2043

U.S.$27,514,000

Class F Seventh Priority Secured Floating Rate Notes due 2043

U.S.$12,106,000

Class G Eighth Priority Secured Floating Rate Notes due 2043

U.S.$11,005,000

Class H Ninth Priority Secured Floating Rate Notes due 2043

U.S.$19,810,000

Class J Income Notes due 2043

U.S.$59,431,101

(b)            The

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

residual amount).

Section 2.4         Execution,

Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The

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

Notes bearing the manual, electronic

or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall bind the Issuer 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 may deliver Notes executed by the Issuer to the Authenticating Agent

for authentication and the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture

and not otherwise.

Each Note authenticated and

delivered by the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that

are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication.

Notes issued upon transfer,

exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount

of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so

transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2,

the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall

be deemed to be the original aggregate principal amount of such subsequently issued Notes.

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No Note shall be entitled to

any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication,

substantially in the form provided for herein, executed by the Note Administrator or by the Authenticating Agent by the manual signature

of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such

Note has been duly authenticated and delivered hereunder.

Section 2.5         Registration,

Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the “Notes Register”)

in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration

of transfers and exchanges of Notes. The Note Administrator is hereby initially appointed “Notes Registrar” for the purpose

of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register

kept in the United States as herein provided. Upon any resignation or removal of the Notes Registrar, the Issuer shall promptly appoint

a successor or, in the absence of such appointment, assume the duties of Notes Registrar.

If a Person other than the Note

Administrator is appointed by the Issuer as Notes Registrar, the Issuer shall give the Note Administrator prompt written notice of the

appointment of a successor Notes Registrar and of the location, and any change in the location, of the Notes Register, and the Note Administrator

shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof and the Note Administrator shall

have the right to rely upon a certificate executed on behalf of the Notes Registrar by an Authorized Officer thereof as to the names and

addresses of the Holders of the Notes and the principal amounts and numbers of such Notes. In addition, the Notes Registrar shall be required,

within one (1) Business Day of each Record Date, to provide the Note Administrator with a copy of the Notes Registrar in the format

required by, and with all accompanying information regarding the Noteholders as may reasonably be required by the Note Administrator.

Subject to this Section 2.5,

upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to be maintained as provided in Section 7.2,

the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees,

one or more new Notes of any authorized denomination and of a like aggregate principal amount.

At the option of the Holder,

Notes may be exchanged for Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender

of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 7.2. Whenever any

Note is surrendered for exchange, the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, the Notes that

the Holder making the exchange is entitled to receive.

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All Notes issued and authenticated

upon any registration of transfer or exchange of Notes shall be the valid obligations of the 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 Note Administrator may require payment of a sum sufficient

to cover any tax or other governmental charge payable in connection therewith.

Neither the Notes Registrar

nor the Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening

of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing

of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption.

(b)            No

Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from

the registration requirements of the Securities Act and is exempt from the registration requirements under applicable securities laws

of any state or other jurisdiction.

Note may be offered, sold, resold or delivered, within the United States or to, or for the benefit of, U.S. Persons except in accordance

with Section 2.5(e) below and in accordance with Rule 144A to QIBs who are also Qualified Purchasers or, solely

with respect to Definitive Notes, IAIs who are also Qualified Purchasers purchasing for their own account or for the accounts of

one or more QIBs or IAIs who are also Qualified Purchasers, for which the purchaser is acting as fiduciary or agent. The Notes may be

offered, sold, resold or delivered, as the case may be, in offshore transactions to non-U.S. Persons in reliance on Regulation S

that are also Qualified Purchasers. None of the Issuer, the Note Administrator, the Trustee or any other Person may register the Notes

under the Securities Act or the securities laws of any state or other jurisdiction.

(d)            Upon

final payment due on the Stated Maturity Date of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust

Office of the Note Administrator or at the office of the Paying Agent (outside the United States if then required by applicable law in

the case of a Note in definitive form issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to Section 2.10).

(e)            Transfers

of Global Notes. Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by

or on behalf of the Depository, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 2.2(c) and

this Section 2.5(e).

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(i)            Except

as otherwise set forth below, transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part,

to nominees of the Depository or to a successor of the Depository or such successor’s nominee. Transfers of a Global Note to a

Definitive Note may only be made in accordance with Section 2.10.

(ii)            Regulation S

Global Note to Rule 144A Global Note or Definitive Note. If a holder of a beneficial interest in a Regulation S Global Note

wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A

Global Note or for a Definitive Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take

delivery thereof in the form of an interest in the corresponding Rule 144A Global Note or for a Definitive Note, such holder may,

subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream, Luxembourg and/or DTC, as

the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the

corresponding Rule 144A Global Note or for a Definitive Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(1)            if

the transferee is taking a beneficial interest in a Rule 144A Global Note, instructions from Euroclear, Clearstream, Luxembourg and/or

DTC, as the case may be, directing the Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A

Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination

applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant

account with DTC to be credited with such increase and a duly completed certificate in the form of Exhibit K-2 attached hereto;

(2)            if

the transferee is taking a Definitive Note, a duly completed transfer certificate in substantially the form of Exhibit K-3

hereto, certifying that such transferee is an IAI and a Qualified Purchaser,

then the Notes Registrar shall either (x) if

the transferee is taking a beneficial interest in a Rule 144A Global Note, approve the instructions at DTC to reduce, or cause to

be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global

Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to

be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A

Global Note equal to the reduction in the principal amount of the Regulation S Global Note or (y) if the transferee is taking

an interest in a Definitive Note, the Notes Registrar shall record the transfer in the Notes Register in accordance with Section 2.5(a) and,

upon execution by the Issuer, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, as applicable, registered

in the names specified in the instructions described above, in principal amounts designated by the transferee (the aggregate of such principal

amounts being equal to the aggregate principal amount of the interest in the Regulation S Global Note transferred by the transferor).

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(iii)          Definitive

Note or Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global

Note or a Holder of a Definitive Note wishes at any time to exchange its interest in such Rule 144A Global Note or Definitive Note

for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note or

Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global

Note, such holder, provided such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such

interest in an offshore transaction, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange

or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S

Global Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(1)            instructions

given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the Notes Registrar to credit

or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the minimum denomination

applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note or Definitive

Note to be exchanged or transferred, and in the case of a transfer of Definitive Notes, such Holder’s Definitive Notes properly

endorsed for assignment to the transferee;

(2)            a

written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the

Euroclear or Clearstream account to be credited with such increase;

(3)            in

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

(4)            a

duly completed certificate in the form of Exhibit K-1 attached hereto,

then the Note Administrator or the Notes Registrar

shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note (or, in the case of a transfer

of Definitive Notes, the Note Administrator or the Notes Registrar shall cancel such Definitive Notes) and to increase the principal amount

of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note or

Definitive Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified

in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal

amount of the Rule 144A Global Note (or, in the case of a cancellation of Definitive Notes, equal to the principal amount of Definitive

Notes so cancelled).

(iv)            Transfer

of Rule 144A Global Notes to Definitive Notes. If, in accordance with Section 2.10, a holder of a beneficial interest

in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for a Definitive Note

or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Definitive

Note in accordance with Section 2.10, such holder may, subject to the immediately succeeding sentence and the rules and

procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a Definitive Note. Upon receipt by the

Note Administrator or the Notes Registrar of (A) a duly complete certificate substantially in the form of Exhibit K-3

and (B) appropriate instructions from DTC, if required, the Note Administrator or the Notes Registrar shall approve the instructions

at DTC to reduce, or cause to be reduced, the Rule 144A Global Note by the aggregate principal amount of the beneficial interest

in the Rule 144A Global Note to be transferred or exchanged, record the transfer in the Notes Register in accordance with Section 2.5(a) and

upon execution by the Issuer, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, registered in the

names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee (the aggregate

of such principal amounts being equal to the aggregate principal amount of the interest in the Rule 144A Global Note transferred

by the transferor).

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(v)           Transfer

of Definitive Notes to Rule 144A Global Notes. If a holder of a Definitive Note wishes at any time to exchange its interest in

such Definitive Note for a beneficial interest in a Rule 144A Global Note or to transfer such Definitive Note to a Person who wishes

to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Note, such holder may, subject to the immediately

succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such Definitive

Note for beneficial interest in a Rule 144A Global Note (provided that no IAI may hold an interest in a Rule 144A Global

Note). Upon receipt by the Note Administrator or the Notes Registrar of (A) a Holder’s Definitive Note properly endorsed for

assignment to the transferee; (B) a duly completed certificate substantially in the form of Exhibit K-2 attached hereto;

(C) instructions given in accordance with DTC’s procedures from an Agent Member to instruct DTC to cause to be credited a beneficial

interest in the Rule 144A Global Notes in an amount equal to the Definitive Notes to be transferred or exchanged; and (D) a

written order given in accordance with DTC’s procedures containing information regarding the participant’s account of DTC

to be credited with such increase, the Note Administrator or the Notes Registrar shall cancel such Definitive Note in accordance herewith,

record the transfer in the Notes Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently

with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial

interest in the corresponding Rule 144A Global Note equal to the principal amount of the Definitive Note transferred or exchanged.

(vi)          Other

Exchanges. In the event that, pursuant to Section 2.10 hereof, a Global Note is exchanged for Definitive Notes, such

Notes may be exchanged for one another only in accordance with such procedures as are substantially consistent with the provisions above

(including certification requirements intended to ensure that such transfers are to a QIB who is also a Qualified Purchaser or are to

a non-U.S. Person, or otherwise comply with Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted

by the Issuer and the Note Administrator.

(f)            Removal

of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in the

Exhibits hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable

legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory

evidence, which may include an Opinion of Counsel of an attorney at law licensed to practice law in the State of New York (and addressed

to the Issuer and the Note Administrator), as may be reasonably required by the Issuer to the effect that neither such applicable legend

nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A

or Regulation S, as applicable, the 1940 Act or ERISA. So long as the Issuer is relying on an exemption under or promulgated pursuant

to the 1940 Act, the Issuer shall not remove that portion of the legend required to maintain an exemption under or promulgated pursuant

to the 1940 Act. Upon provision of such satisfactory evidence, as confirmed in writing by the Issuer to the Note Administrator, the Note

Administrator, at the direction of the Issuer shall authenticate and deliver Notes that do not bear such applicable legend.

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(g)            Each

beneficial owner of Regulation S Global Notes shall be deemed to make the representations and agreements set forth in Exhibit K-1

hereto.

(h)            Each

beneficial owner of Rule 144A Global Notes shall be deemed to make the representations and agreements set forth in Exhibit K-2

hereto (except that BSPRT 2026-FL13 Holder, LLC is an IAI and shall not be deemed or required to make any representations to the contrary).

(i)             Each

Holder of Definitive Notes shall make the representations and agreements set forth in the certificate attached as Exhibit K-3

hereto.

(j)             Any

purported transfer of a Note not in accordance with Section 2.5(a) shall be null and void and shall not be given effect

for any purpose hereunder.

(k)            Notwithstanding

anything contained in this Indenture to the contrary, neither the Note Administrator nor the Notes Registrar (nor any other Transfer Agent)

shall be responsible or liable for compliance with applicable federal or state securities laws (including, without limitation, the Securities

Act or Rule 144A or Regulation S promulgated thereunder), the 1940 Act, ERISA or the Code (or any applicable regulations thereunder);

provided, however, that if a specified transfer certificate or Opinion of Counsel is required by the express terms of this

Section 2.5 to be delivered to the Note Administrator or Notes Registrar prior to registration of transfer of a Note, the

Note Administrator and/or Notes Registrar, as applicable, is required to request, as a condition for registering the transfer of the Note,

such certificate or Opinion of Counsel and to examine the same to determine whether it conforms on its face to the requirements hereof

(and the Note Administrator or Notes Registrar, as the case may be, shall promptly notify the party delivering the same if it determines

that such certificate or Opinion of Counsel does not so conform).

(l)             If

the Note Administrator has actual knowledge or is notified by the Issuer or the Collateral Manager that (i) a transfer or attempted

or purported transfer of any interest in any Note was consummated in compliance with the provisions of this Section 2.5 on

the basis of a materially incorrect certification from the transferee or purported transferee, (ii) a transferee failed to deliver

to the Note Administrator any certification required to be delivered hereunder or (iii) the holder of any interest in a Note is in

breach of any representation or agreement set forth in any certification or any deemed representation or agreement of such holder, the

Note Administrator shall not register such attempted or purported transfer and if a transfer has been registered, such transfer shall

be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified

Transferee”) and the last preceding holder of such interest in such Note that was not a Disqualified Transferee shall be restored

to all rights as a Holder thereof retroactively to the date of transfer of such Note by such Holder.

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In addition, the Note Administrator

may require that the interest in the Note referred to in (i), (ii) or (iii) in the preceding paragraph be transferred to any

Person designated by the Issuer or the Collateral Manager at a price determined by the Issuer or the Collateral Manager, based upon its

estimation of the prevailing price of such interest and each Holder, by acceptance of an interest in a Note, authorizes the Note Administrator

to take such action. In any case, none of the Issuer, the Collateral Manager and the Note Administrator shall not be held responsible

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

(m)           Each

Holder of Notes approves and consents to (i) the purchase of the Collateral Interests by the Issuer from the Seller on the Closing

Date and (ii) any other transaction between the Issuer and the Collateral Manager or its Affiliates that is permitted under the

terms of this Indenture or the Collateral Interest Purchase Agreement.

(n)            As

long as any Note is Outstanding, any Retained Notes, repurchased Notes and the Membership Interests held by FBRT Sub REIT or BSPRT Holder

or any other disregarded entity of FBRT Sub REIT for U.S. federal income tax purposes may not be transferred (whether by means of an actual

transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledged or hypothecated to any Person unless (i)(A) 100%

of the Retained Notes, repurchased Notes and the Membership Interests are transferred, pledged or hypothecated to a Qualified REIT Subsidiary

or other disregarded entity of FBRT Sub REIT or (B) 100% of the Retained Notes, repurchased Notes and the Membership Interests are

transferred, pledged or hypothecated to another REIT, or a Qualified REIT Subsidiary or other disregarded entity of a REIT or (ii) with

respect to such transfer, pledge or hypothecation, the Issuer receives an opinion from Cadwalader, Wickersham & Taft LLP or another

nationally recognized tax counsel experienced in such matters to the effect that upon such transfer, pledge or hypothecation, the Issuer

will continue to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT.

For

the avoidance of doubt, the Indenture Accounts (including income, if any, earned on the investments of funds in such account) will be

owned by FBRT Sub REIT, if the Issuer is wholly owned by FBRT Sub REIT, or a subsequent REIT that wholly owns the Issuer, for

U.S. federal income tax purposes. The Issuer shall provide to the Note Administrator (i) an IRS Form W-9 or appropriate IRS

Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted

IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Note Administrator

as may be necessary (x) to reduce or eliminate the imposition of U.S. withholding taxes and (y) to permit the Note Administrator

to fulfill its tax reporting obligations under applicable law with respect to the Indenture Accounts or any amounts paid to the Issuer.

If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, Issuer shall timely provide

to the Note Administrator accurately updated and complete versions of such IRS forms or other documentation. The Note Administrator shall

have no liability to Issuer or any other person in connection with any tax withholding amounts paid or withheld from the Indenture Accounts

pursuant to applicable law arising from the Issuer’s failure to timely provide an accurate, correct and complete IRS Form W-9,

an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds

shall be invested with respect to such Indenture Accounts absent the Note Administrator having first received (i) the requisite

written investment direction from the Issuer with respect to the investment of such funds, and (ii) the IRS forms and other documentation

required by this paragraph.

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Section 2.6         Mutilated,

Defaced, Destroyed, Lost or Stolen Note. If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there

shall be delivered to the Issuer, the Trustee, the Note Administrator and the relevant Transfer Agent (each, a “Specified Person”)

evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to each Specified

Person such security or indemnity as may be required by each Specified Person to save each of them and any agent of any of them harmless,

then, in the absence of notice to the Specified Persons that such Note has been acquired by a bona fide purchaser, the Issuer shall

execute and, upon Issuer Request (which Issuer Request shall be deemed to have been given upon receipt by the Note Administrator of a

Note that has been signed by the Issuer), the Note Administrator shall cause the Authenticating Agent to authenticate and deliver, in

lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and

equal principal amount, registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest

has been paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.

If,

after delivery of such new Note, a bona fide purchaser of the predecessor Note presents for payment, transfer or exchange

such predecessor Note, any Specified Person shall be entitled to recover such new Note from the Person to whom it was delivered or any

Person taking therefrom, and each Specified Person shall be entitled to recover upon the security or indemnity provided therefor to the

extent of any loss, damage, cost or expense incurred by such Specified Person in connection therewith.

In case any such mutilated,

defaced, destroyed, lost or stolen Note has become due and payable, the Issuer in its 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 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 such new Note shall be entitled, subject to the second paragraph of this Section 2.6,

to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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The provisions of this Section 2.6

are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

defaced, destroyed, lost or stolen Notes.

Section 2.7         Payment

of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) Each Class of Notes shall accrue

interest during each Interest Accrual Period at the Note Interest Rate applicable to such Class and such interest will be payable

in arrears on each Payment Date on the Aggregate Outstanding Amount thereof on the first day of the related Interest Accrual Period (after

giving effect to payments of principal thereof on such date), except as otherwise set forth below. Payment of interest on each Class of

Notes will be subordinated to the payment of interest on each related Class of Notes senior thereto. Interest will cease to accrue

on each Note, or in the case of a partial repayment, on such repaid part, from the date of repayment or the Stated Maturity Date unless

payment of principal is improperly withheld or unless an Event of Default occurs with respect to such payments of principal. To the extent

lawful and enforceable, interest on any interest that is not paid when due on the Class A Notes; or, if no Class A Notes are

Outstanding, the Notes of the Controlling Class, shall accrue at the Note Interest Rate applicable to such Class until paid as provided

herein.

(b)            (i) So

long as any of the Class A Notes, the Class A-S Notes or the Class B Notes are outstanding, the Class C Deferred

Interest will be deferred and added to the Aggregate Outstanding Amount of the Class C Notes and will not be considered “due

and payable” until the Payment on which funds are available to pay such Class C Deferred Interest in accordance with the Priority

of Payments, (ii) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes or the Class C

Notes are outstanding, the Class D Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class D

Notes and will not be considered “due and payable” until the Payment on which funds are available to pay such Class D

Deferred Interest in accordance with the Priority of Payments, (iii) so long as any of the Class A Notes, the Class A-S

Notes, the Class B Notes, the Class C Notes or the Class D Notes are outstanding, the Class E Deferred Interest will

be deferred and added to the Aggregate Outstanding Amount of the Class E Notes and will not be considered “due and payable”

until the Payment on which funds are available to pay such Class E Deferred Interest in accordance with the Priority of Payments,

(iv) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D

Notes or the Class E Notes are outstanding, the Class F Deferred Interest will be deferred and added to the Aggregate Outstanding

Amount of the Class F Notes and will not be considered “due and payable” until the Payment on which funds are available

to pay such Class F Deferred Interest in accordance with the Priority of Payments, (v) so long as any of the Class A Notes,

the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class F

Notes are outstanding, the Class G Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class G

Notes and will not be considered “due and payable” until the Payment on which funds are available to pay such Class G

Deferred Interest in accordance with the Priority of Payments and (vi) so long as any of the Class A Notes, the Class A-S

Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes or the

Class G Notes are outstanding, the Class H Deferred Interest will be deferred and added to the Aggregate Outstanding Amount

of the Class H Notes and will not be considered “due and payable” until the Payment on which funds are available to

pay such Class H Deferred Interest in accordance with the Priority of Payments.

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principal of each Class of Notes matures at par and is due and payable on the date of the Stated Maturity Date for such Class, unless

such principal has been previously repaid or unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration

of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment of principal of each Class of Notes

may only occur pursuant to the Priority of Payments. The payment of principal on any Note (x) may only occur after each Class more

senior thereto is no longer Outstanding and (y) is subordinated to the payment on each Payment Date of the principal due and payable

on each Class more senior thereto and certain other amounts in accordance with the Priority of Payments. Payments of principal on

any Class of Notes that are not paid, in accordance with the Priority of Payments, on any Payment Date (other than the Payment Date

which is the Stated Maturity Date (or the earlier date of Maturity) of such Class of Notes or any Redemption Date), because of insufficient

funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until the Payment

Date on which such principal may be paid in accordance with the Priority of Payments or all Classes of Notes most senior thereto with

respect to such Class have been paid in full. Payments of principal on the Notes in connection with a Clean-up Call, Tax Redemption,

Auction Call Redemption or Optional Redemption will be made in accordance with Section 9.1 and the Priority of Payments.

(d)            As

a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Issuer shall

require certification acceptable to it to enable the Issuer, the Trustee, the Note Administrator 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 Note 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 (Certificate of Foreign Status of Beneficial

Owner for United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial

Owner for United States Tax Withholding and Reporting (Entities)), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign

Flow-Through Entity or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer

Identification Number and Certification), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income Is Effectively

Connected With the Conduct of a Trade or Business in the United States) or any successors to such IRS forms). In addition, each of the

Issuer, the Trustee or any Paying Agent may require certification acceptable to it to enable the Issuer to qualify for a reduced rate

of withholding in any jurisdiction from or through which the Issuer receives payments on its Collateral and otherwise as may be necessary

or desirable to ensure compliance with all applicable laws. Each Holder and each beneficial owner of Notes agree to provide any certification

requested pursuant to this Section 2.7(d) and to update or replace such form or certification in accordance with its

terms or its subsequent amendments. Furthermore, the Issuer shall require, as a condition to payment without the imposition of U.S. withholding

tax under the FATCA, information to comply with FATCA requirements pursuant to clause (xiii) of the representations and warranties

set forth under the third paragraph of Exhibit K-1 hereto, as deemed made pursuant to Section 2.5(g) hereto,

or pursuant to clause (xiv) of the representations and warranties set forth under the third paragraph of Exhibit K-2

hereto, as deemed made pursuant to Section 2.5(h) hereto, or pursuant to clause (xiii) of the representations

and warranties set forth under the third paragraph of Exhibit K-3 hereto, made pursuant to Section 2.5(i) hereto,

as applicable. Noteholders shall be required to provide to the Issuer, the Note Administrator or their agents all information, documentation

or certification acceptable to it to permit the Issuer or the Note Administrator to comply with its tax reporting obligations under applicable

law, including any applicable cost basis reporting obligations.

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(e)            Payments

in respect of interest on and principal on the Notes shall be payable by wire transfer in immediately available funds to a Dollar account

maintained by the Holder or its nominee; provided that the Holder has provided wiring instructions to the Paying Agent on or before

the related Record Date or, if wire transfer cannot be effected, by a Dollar check drawn on a bank in the United States, or by a Dollar

check mailed to the Holder at its address in the Notes Register. The Issuer expects that the Depository or its nominee, upon receipt of

any payment of principal or interest in respect of a Global Note held by the Depository or its nominee, shall immediately credit the applicable

Agent Members’ accounts with payments in amounts proportionate to the respective beneficial interests in such Global Note as shown

on the records of the Depository or its nominee. The Issuer also expects that payments by Agent Members to owners of beneficial interests

in such Global Note held through Agent Members will be governed by standing instructions and customary practices, as is now the case with

securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility

of the Agent Members. Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the

Corporate Trust Office of the Note Administrator or at the office of the Paying Agent (or, to a foreign paying agent appointed by the

Note Administrator outside of the United States if then required by applicable law, in the case of a Definitive Note issued in exchange

for a beneficial interest in the Regulation S Global Note) on or prior to such Maturity. None of the Issuer, the Trustee, the Note

Administrator or the Paying Agent will have any responsibility or liability with respect to any records maintained by the Holder of any

Note with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. In the case

where any final payment of principal and interest is to be made on any Note (other than on the Stated Maturity Date thereof) the Issuer

or, upon Issuer Request, the Note Administrator, in the name and at the expense of the Issuer, shall not more than thirty (30) nor fewer

than five (5) Business Days prior to the date on which such payment is to be made, mail to the Persons entitled thereto at their

addresses appearing on the Notes Register, a notice which shall state the date on which such payment will be made and the amount of such

payment and shall specify the place where such Notes may be presented and surrendered for such payment.

(f)            Subject

to the provisions of Section 2.7(a) and Section 2.7(e) hereof, Holders of Notes as of the Record Date

in respect of a Payment Date shall be entitled to the interest accrued and payable in accordance with the Priority of Payments and principal

payable in accordance with the Priority of Payments on such Payment Date. All such payments that are mailed or wired and returned to the

Paying Agent shall be held for payment as herein provided at the office or agency of the Issuer to be maintained as provided in Section 7.2

(or returned to the Trustee).

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(g)            Interest

on any Note which is payable, and is punctually paid or duly provided for, on any Payment Date shall be paid to the Person in whose name

that Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.

(h)            Payments

of principal to Holders of the Notes of each Class shall be made in the proportion that the Aggregate Outstanding Amount of the Notes

of such Class registered in the name of each such Holder on such Record Date bears to the Aggregate Outstanding Amount of all Notes

of such Class on such Record Date.

(i)             Interest

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

(j)            All

reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made

on any Payment Date, Redemption Date or upon Maturity shall be binding upon all future Holders of such Note and of any Note issued upon

the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

(k)            Notwithstanding

anything contained in this Indenture to the contrary, the obligations of the Issuer under the Secured Notes, this Indenture and the other

Transaction Documents, in each case from time to time and at any time, are limited-recourse obligations of the Issuer. The Notes are from

time to time and at any time payable solely from the Collateral available at such time and following realization of the Collateral, all

obligations of the Issuer, with respect to the Secured Notes, and any claims of the Noteholders, the Trustee or any other parties to any

Transaction Documents shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing

in respect of the Notes against any Officer, director, employee, shareholder, limited partner or incorporator of the Issuer or any of

its 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 as a party defendant in any Proceeding or in the exercise of

any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal

liability shall be asked for or (if obtained) enforced against any such Person or entity.

(l)            Subject

to the foregoing provisions of this Section 2.7, each Note delivered under this Indenture and upon registration of transfer

of or in exchange for or in lieu of any other Note shall carry the rights of unpaid interest and principal that were carried by such other

Note.

(m)            Notwithstanding

any of the foregoing provisions with respect to payments of principal of and interest on the Notes (but subject to Section 2.7(f) and

(i)), if the Notes have become or been declared due and payable following an Event of Default and such acceleration of Maturity

and its consequences have not been rescinded and annulled and the provisions of Section 5.5 are not applicable, then payments

of principal of and interest on such Notes shall be made in accordance with Section 5.7 hereof.

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Section 2.8         Persons

Deemed Owners. The Issuer, the Trustee, the Note Administrator, the Servicer, the Special Servicer, and any of their respective agents

may treat as the owner of a Note the Person in whose name such Note is registered on the Notes Register on the applicable Record Date

for the purpose of receiving payments of principal of and interest and other amounts on such Note and on any other date for all other

purposes whatsoever (whether or not such Note is overdue), and none of the Note Administrator, the Servicer, the Special Servicer, or

any of their respective agents shall be affected by notice to the contrary; provided, however, that the Depository, or its

nominee, shall be deemed the owner of the Global Notes, and owners of beneficial interests in Global Notes will not be considered the

owners of any Notes for the purpose of receiving notices.

Section 2.9         Cancellation.

All Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall, upon delivery to

the Notes Registrar, be promptly canceled by the Notes Registrar and may not be reissued or resold. No Notes shall be authenticated in

lieu of or in exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture.

All canceled Notes held by the Notes Registrar shall be destroyed or held by the Notes Registrar in accordance with its standard retention

policy. Notes of the most senior Class Outstanding that are held by the Issuer, the Collateral Manager or any of their respective

Affiliates (and not Notes of any other Class) may be submitted to the Notes Registrar for cancellation at any time.

Section 2.10       Global

Notes; Definitive Notes; Temporary Notes.

(a)            Definitive

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

(i)            at

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

(ii)           upon

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

Section 2.5(e)(vi);

(iii)          if

a holder of a Definitive Note wishes at any time to exchange such Definitive Note for one or more Definitive Notes or transfer such Definitive

Note to a transferee who wishes to take delivery thereof in the form of a Definitive Note in accordance with this Section 2.10,

such holder may effect such exchange or transfer upon receipt by the Notes Registrar of (A) a Holder’s Definitive Note properly

endorsed for assignment to the transferee, and (B) duly completed certificates in the form of Exhibit K-3, upon receipt

of which the Notes Registrar shall then cancel such Definitive Note in accordance herewith, record the transfer in the Notes Register

in accordance with Section 2.5(a) and upon execution by the Issuer, the Authenticating Agent shall authenticate and

deliver one or more Definitive Notes bearing the same designation as the Definitive Note endorsed for transfer, registered in the names

specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate

of such principal amounts being equal to the aggregate principal amount of the Definitive Note surrendered by the transferor);

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(iv)          in

the event that the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for a Global Note or if at

any time such Depository ceases to be a “Clearing Agency” registered under the Exchange Act and a successor depository is

not appointed by the Issuer within ninety (90) days of such notice, the Global Notes deposited with the Depository pursuant to Section 2.2

hereof shall be transferred to the beneficial owners thereof subject to the procedures and conditions set forth in this Section 2.10.

(b)            Any

Global Note that is exchanged for a Definitive Note shall be surrendered by the Depository to the Note Administrator’s Corporate

Trust Office together with necessary instruction for the registration and delivery of a Definitive Note to the beneficial owners (or such

owner’s nominee) holding the ownership interests in such Global Note. Any such transfer shall be made, without charge, and the Authenticating

Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive

Notes of the same Class and authorized denominations. Any Definitive Notes delivered in exchange for an interest in a Global Note

shall, except as otherwise provided by Section 2.5(f), bear the applicable legend set forth in Exhibit A-2, B-2,

C-2, D-2, E-2, F-2, G-2, H-2, I-2 and J-1 as applicable and shall be subject

to the transfer restrictions referred to in such applicable legend. The Holder of each such registered individual Global Note may transfer

such Global Note by surrendering it at the Corporate Trust Office of the Note Administrator, or at the office of the Paying Agent.

to the provisions of Section 2.10(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize

any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled

to take under this Indenture or the Notes.

(d)            [Reserved]

(e)            In

the event of the occurrence of either of the events specified in Section 2.10(a) above, the Issuer shall promptly make

available to the Notes Registrar a reasonable supply of Definitive Notes.

Pending the preparation of Definitive

Notes pursuant to this Section 2.10, the Issuer may execute and, upon Issuer Order, the Authenticating Agent shall authenticate

and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denomination,

substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions

and other variations as the Officers executing such Definitive Notes may determine, as conclusively evidenced by their execution of such

Definitive Notes.

If temporary Definitive Notes

are issued, the Issuer shall cause permanent Definitive Notes to be prepared without unreasonable delay. The Definitive Notes shall be

printed, lithographed, typewritten or otherwise reproduced, or provided by any combination thereof, or in any other manner permitted

by the rules and regulations of any applicable notes exchange, all as determined by the Officers executing such Definitive Notes.

After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the applicable

temporary Definitive Notes at the office or agency maintained by the Issuer and the Issuer for such purpose, without charge to the Holder.

Upon surrender for cancellation of any one or more temporary Definitive Note, the Issuer shall execute, and the Authenticating Agent

shall authenticate and deliver, in exchange therefor the same aggregate principal amount of Definitive Notes of authorized denominations.

Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

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Section 2.11       U.S.

Tax Treatment of Notes and the Issuer. (a) The Issuer intends that, for U.S. federal income tax purposes, (i) the Notes

(unless held by FBRT Sub REIT (or another disregarded entity wholly owned by FBRT Sub REIT or a subsequent REIT)) be treated as debt,

(ii) 100% of any Retained Notes, repurchased Notes and the Membership Interests be beneficially owned by BSPRT Holder, and (iii) the

Issuer be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT 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 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.

Holder of Notes agrees by virtue of being a Holder that it shall timely furnish to the Issuer or its agents any completed U.S. federal

income tax form or certification (such as IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax

Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner for the United

States Tax Withholding and Reporting (Entities)) IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow Through Entity,

or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer Identification

Number and Certification), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income Is Effectively Connected With

the Conduct of a Trade or Business in the United States) or any successors to such IRS forms) that the Issuer 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,

Noteholders shall timely furnish any information required pursuant to Section 2.7(d).

(d)            The

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

(e)            Each

prospective purchaser, any subsequent transferee, and each Holder of a Note or any interest therein shall, by virtue of its purchase

or other acquisition of such Note or interest therein, be deemed to agree (i) to provide accurate information and documentation

that may be required for the Issuer, the Trustee, the Note Administrator or the Paying Agent to comply with FATCA and (ii) that

the Issuer, the Trustee, the Note Administrator or the Paying Agent may (1) provide such information and documentation and any other

information concerning its investment in such Notes to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take

any other actions necessary for the Issuer, the Trustee, the Note Administrator or the Paying Agent to comply with FATCA.

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(f)            BSPRT

Holder, by acceptance of any Retained Notes, repurchased Notes and the Membership Interests, agrees to take no action inconsistent with

such treatment and, for so long as any Note is Outstanding, agrees not to sell, transfer (whether by means of an actual transfer or a

transfer of beneficial ownership for U.S. federal income tax purposes), convey, setover, pledge or encumber any Retained Notes, repurchased

Notes and/or the Membership Interests, except to the extent permitted pursuant to Section 2.5(n).

Section 2.12       Authenticating

Agents. Upon the request of the Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator

may, pursuant to this Indenture, appoint one (1) or more Authenticating Agents with power to act on its behalf and subject to its

direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5,

2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized

by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent

pursuant to this Section 2.12 shall be deemed to be the authentication of Notes by the Note Administrator.

Any corporation or banking association

into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association

resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding

to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the

execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any

Authenticating Agent may at any time resign by giving written notice of resignation to the Note Administrator, the Trustee and the Issuer.

The Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such

Authenticating Agent, the Trustee and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Note Administrator

shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer.

The

Note Administrator agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services,

and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such

payments, subject to Section 6.7 hereof. The provisions of Section 2.9, Section 6.4 and Section 6.5

hereof shall be applicable to any Authenticating Agent.

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 (x) a U.S. Person who is determined not to have been a QIB (or, in the case of a Definitive Note,

an IAI) and a Qualified Purchaser or (y) a non-U.S. Person who is determined not to have been acquiring such Note in an Offshore

Transaction pursuant to Regulation S and a Qualified Purchaser at the time of acquisition of the Note or interest therein, or any transfer

of a Note or interest therein that could result in the Issuer being subject to ERISA or Section 4975 of the Code or that could constitute

or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a non-exempt violation of any Similar

Law, in any case, shall be null and void and any such proposed transfer of which the Issuer, the Note Administrator or the Trustee shall

have written notice (which includes via electronic mail) may be disregarded by the Issuer, the Note Administrator and the Trustee for

all purposes.

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(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 or a Responsible Officer of the Paying Agent (and notice by the Paying Agent to the Issuer, if it makes the discovery),

send notice (or cause notice to be sent) to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to

a Person that is not a Non-Permitted Holder within thirty (30) days of the date of such notice. If such Non-Permitted Holder fails to

so transfer its Note or interest therein, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell

such Note or interest therein to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may

choose. The Issuer, or a third party acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one

or more brokers or other market professionals that regularly deal in securities similar to the Note, and selling such Note to the highest

such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. The Holder of such

Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance

of an interest in the Note, agrees to cooperate with the Issuer and the Note Administrator to effect such transfers. The proceeds of such

sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms

and conditions of any sale under this Section 2.13(b) shall be determined in the sole discretion of the Issuer, and the

Issuer shall not be liable to any Person having an interest in the Note sold as a result of any such sale or exercise of such discretion.

Section 2.14       No

Gross Up. The Issuer shall not be obligated to pay any additional amounts to the Holders or beneficial owners of the Notes as a result

of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges.

Section 2.15       Credit

Risk Retention. The Securitization Sponsor shall timely deliver (or cause to be timely delivered) to the Trustee and the Note Administrator

any notices contemplated by Section 10.11(a)(vi) of this Indenture.

Section 2.16       Effect

of Benchmark Transition Event.

(a)            If

a Benchmark Transition Event occurs with respect to any Benchmark, such Benchmark will be replaced with the applicable Benchmark Replacement,

as determined by the Collateral Manager. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,

any Benchmark and the related Benchmark Determination Date shall be replaced for all purposes of this Indenture and the Notes by the

applicable Benchmark Replacement and Benchmark Determination Date determined by the Collateral Manager. Notwithstanding the occurrence

of a Benchmark Transition Event, amounts payable on the Notes shall be determined with respect to the then-current Benchmark until the

occurrence of the related Benchmark Replacement Date.

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(b)            The

Collateral Manager shall provide prompt notice to the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Trustee, the

Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders and the Rating Agencies of its determination

that a Benchmark Transition Event has occurred, and prior to any Benchmark Replacement Date, the Collateral Manager shall provide prompt

notice to the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Calculation Agent

(if different from the Note Administrator), the Noteholders and the Rating Agencies of the applicable Benchmark Replacement.

connection with the occurrence of any Benchmark Transition Event and its related Benchmark Replacement Date, or from time to time thereafter,

upon the direction of the Collateral Manager, the Issuer shall cause a supplemental indenture in accordance with Section 8.1(b)(iv) to

be entered into to implement a Benchmark Replacement and to make such Benchmark Replacement Conforming Changes, if any, as the Collateral

Manager determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark Replacement and the related

Benchmark Replacement Adjustment. Any failure to amend this Indenture pursuant to Section 8.1(b)(iv) on or prior to the

Benchmark Replacement Date shall not affect the implementation of a Benchmark Replacement on such Benchmark Replacement Date, it being

understood such matters will be binding upon the parties as described in clause (d) below pending the execution and delivery of any

such amendment.

(d)            Any

determination, implementation, adoption, decision, proposal or election that may be made by the Collateral Manager with respect to any

Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement

Conforming Changes, including any determination with respect to a tenor, observation period, rate or adjustment or of the occurrence or

non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be

conclusive and binding on the parties hereto and the Noteholders absent manifest error, may be made in the sole discretion of the Collateral

Manager and may be relied upon by the Note Administrator, the Trustee, the Servicer and the Calculation Agent without investigation.

(e)            The

Collateral Manager may (at the Collateral Manager’s expense) assign to another entity (other than the Trustee, the Note Administrator,

the Calculation Agent or the Custodian) any or all of the Collateral Manager’s rights to make determinations with respect to the

Benchmark Replacement, but only so long as the Collateral Manager has provided advance notice of such assignment to the Issuer, the Advancing

Agent, the Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders

and the Rating Agencies. Any out-of-pocket costs and expenses incurred by such assignee in discharging its obligations, and any indemnification

amounts or liquidated damages payable to such assignee will be payable as Company Administrative Expenses in accordance with the Priority

of Payments. Any fees of such assignee will be payable by the Collateral Manager.

(f)            Notwithstanding

anything to the contrary in this Indenture, the Collateral Manager may send any notices with respect to any Benchmark Transition Event,

Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other

determination or selection made under this Section 2.16, by email (or other electronic communication).

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(g)           The

Collateral Manager shall not have any liability for the determination or selection with respect to any Benchmark Transition Event, Benchmark

Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other determination

or selection made under this Section 2.16 (including, without limitation, whether the conditions for such determination or

selection have been satisfied).

Section 2.17           Certain

U.S. Federal Income Tax Accounting Applicable to FBRT Sub REIT’s Treatment of the Class J Notes.

(a)           Solely

for certain U.S. federal income tax accounting applicable to FBRT Sub REIT, the Class J Notes shall be deemed to be subdivided into

each of (i) the “Class J-P Subcomponent”, (ii) the “Class J-X Subcomponent”

and (iii) the “Class J-R Subcomponent” (collectively, the “Class J Subcomponents”).

(b)           Deemed

Payments to Class J Subcomponents. The Class J-P Subcomponent shall have a subcomponent note balance from time to time equal

to the Aggregate Outstanding Portfolio Balance minus the Aggregate Outstanding Amount of all Classes of Notes (other than the Class J

Notes). The subcomponent note rate on the Class J-P Subcomponent will be equal to the Collateral Net WAC. Such subcomponent note

rate will be applied to the note balance of the Class J-P Subcomponent.

The

Class J-X Subcomponent shall have a reference amount from time to time equal to the Aggregate Outstanding Portfolio Balance minus

the Aggregate Outstanding Amount of all Classes of Notes (other than the Class J Notes) (the “Class J-X Reference Amount”).

The subcomponent note rate on the Class J-X Subcomponent will equal the product of (a) the difference between (1) the

Collateral Net WAC and (2) the total interest expense on all Classes of Notes (other than the Class J Notes) and the Class J-P

Subcomponent, such aggregate expressed as a percentage of the Aggregate Outstanding Portfolio Balance and (b) a fraction with (1) the

numerator equal to the Aggregate Outstanding Portfolio Balance and (2) the denominator equal to the Class J-X Reference Amount.

Such subcomponent note rate will be applied to the Class J-X Reference Amount.

The Class J-R

Subcomponent shall be entitled to any amount remaining after all payments to the Class J-P Subcomponent and the Class J-X Subcomponent

have been made in accordance with the priority of payments described herein.

(i)            Interest

Proceeds. On each Payment Date, Interest Proceeds shall be deemed paid in the following order of priority:

(A)          to

the Class J-P Subcomponent, to the extent of accrued interest thereon

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(B)           to

the Class J-X Subcomponent, to the extent of accrued interest thereon; and

the Class J-R Subcomponent, any remaining Interest Proceeds.

(ii)           Principal

Proceeds. On each Payment Date, Principal Proceeds shall be deemed paid in the following order of priority:

(A)          to

the Class J-P Subcomponent, based on the aggregate outstanding subcomponent note balance, in partial redemption thereof, until the

subcomponent note balance of the Class J-P Subcomponent has been reduced to zero; and

(B)           to

the Class J-R Subcomponent, any remaining Principal Proceeds.

For the avoidance of doubt,

the Note Administrator shall make computations, distributions and reports with respect to the Class J Notes without regard to the

Class J Subcomponents and the payments described in this Section 2.17. Furthermore, the Note Administrator shall not

be responsible for any tax filings or reporting in respect of the Class J Notes.

Section 2.18           EU/UK

Transparency Requirements. The Issuer is hereby designated as the Reporting Entity.

ARTICLE 3

CONDITIONS

PRECEDENT; PLEDGED COLLATERAL INTERESTS

Section 3.1             General

Provisions. The Notes to be issued on the Closing Date shall be executed by the Issuer upon compliance with Section 3.2

and shall be delivered to the Authenticating Agent for authentication and thereupon the same shall be authenticated and delivered by the

Authenticating Agent upon Issuer Request. The Issuer shall cause the following items to be delivered to the Trustee on or prior to the

Closing Date:

(a)           an

Officer’s Certificate of the Issuer (i) attaching a copy of the limited liability company agreement of the Issuer, which authorizes

the execution and delivery of this Indenture and the related documents, the execution, authentication and delivery of the Offered Notes,

(ii) specifying the Stated Maturity Date of each Class of Offered Notes, the principal amount of each Class of Offered

Notes and the applicable Note Interest Rate of each Class of Offered Notes to be authenticated and delivered and (iii) certifying

that (A) the attached copy of the limited liability company agreement of the Issuer is a true and complete copy thereof, (B) such

limited liability company agreement has not been terminated and is 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 (a)(i) above holds the office and has the signature

indicated thereon;

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(b)           an

opinion of Cadwalader, Wickersham & Taft LLP (which opinion may be limited to the laws of the State of New York and the federal

law of the United States and may assume, among other things, the correctness of the representations and warranties made or deemed made

by the owners of Notes pursuant to Sections 2.5(g), (h) and (i)) dated the Closing Date, as to certain

matters of New York law and certain United States federal income tax and securities law matters, in a form satisfactory to the Placement

Agents;

opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Issuer dated the Closing Date, relating to the validity

of the Grant hereunder and the perfection of the Trustee’s security interest in the Collateral;

(d)           opinions

of Cadwalader, Wickersham & Taft LLP, counsel to the Issuer, FBRT Sub REIT and the Seller, regarding (i) certain true sale

and non-consolidation matters with respect to the Issuer and (ii) certain corporate and enforceability matters with respect to the

Issuer, BSPRT Holder, the Seller, the Collateral Manager, the Advancing Agent and Franklin BSP Realty Trust, Inc. and FBRT Sub REIT;

(e)           an

opinion of Hogan Lovells US LLP, special counsel to FBRT Sub REIT, dated the Closing Date, regarding its qualification and taxation as

a REIT;

(f)            an

opinion of Hogan Lovells US LLP, special counsel to Franklin BSP Realty Trust, Inc. and FBRT Sub REIT, dated the Closing Date, regarding

certain 1940 Act issues and certain issues of Maryland law;

(g)           an

opinion of in-house counsel to the Collateral Manager and the General Special Servicer, dated the Closing Date, regarding certain issues

of Delaware law;

(h)           opinions

of Richards, Layton & Finger P.A., special Delaware counsel to the Issuer and BSPRT Holder, dated the Closing Date, regarding

certain issues of Delaware law and regarding authority to file bankruptcy;

(i)            an

opinion of Richards, Layton & Finger P.A., special Delaware counsel to Seller and BSPRT Operating Partnership, dated the Closing

Date, regarding certain issues of Delaware law;

(j)            an

opinion of Seyfarth Shaw LLP, counsel to the Servicer, dated the Closing Date, regarding certain issues of New York law and Delaware law,

in a form satisfactory to the Trustee;

(k)           an

opinion of in-house counsel to the Servicer, dated the Closing Date, regarding certain issues of Michigan law and Delaware law, in a form

satisfactory to the Trustee;

(l)            an

opinion of Eversheds Sutherland (US) LLP, counsel to the Affiliated Loan Special Servicer, dated the Closing Date, regarding certain issues

of Delaware law, in a form satisfactory to the Trustee;

(m)          an

opinion of in-house counsel to the Affiliated Loan Special Servicer, dated the Closing Date, regarding certain issues of Delaware law,

in a form satisfactory to the Trustee;

(n)           an

opinion of Alston & Bird LLP, counsel to Trustee;

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(o)           an

opinion of (i) in-house counsel to the Note Administrator, and (ii) Alston & Bird LLP, counsel to the Note Administrator,

each dated as of the Closing Date;

(p)           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 Notes 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 have been complied with and that all expenses due or accrued with respect

to the offering or relating to actions taken on or in connection with the Closing Date have been paid;

(q)           executed

counterparts of the Collateral Interest Purchase Agreement, the Servicing Agreement, the Collateral Management Agreement, the Advisory

Committee Member Agreement, the Participation Agreements, the Future Funding Agreement, the Placement Agreement and the Securities Account

Control Agreement;

(r)            an

Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral Interests in

the data tape, dated March 19, 2026, an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information

concerning the Collateral Interests in the Preliminary Offering Memorandum of the Issuer, dated March 25, 2026, and the Structural

and Collateral Term Sheet, dated March 25, 2026, and an Accountant’s Report on applying Agreed-Upon Procedures with respect

to certain information concerning the Collateral Interests in the Offering Memorandum;

(s)           evidence

of preparation for filing at the appropriate filing office in the District of Columbia of a financing statement, on behalf of the Issuer,

relating to the perfection of the lien of this Indenture in that Collateral in which a security interest may be perfected by filing under

the UCC;

(t)           an

Issuer Order executed by the Issuer directing the Authenticating Agent to (i) authenticate the Notes specified therein, in the amounts

set forth therein and registered in the name(s) set forth therein and (ii) deliver the authenticated Notes as directed by the

Issuer;

(u)           the

EU/UK Risk Retention Letter; and

(v)           the

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

Section 3.2             Security

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

(a)           Grant

of Security Interest; Delivery of Collateral Interests. The Grant pursuant to the Granting Clauses of this Indenture of all of the

Issuer’s right, title and interest in and to the Collateral and the transfer of all Closing Date Collateral Interests acquired in

connection therewith purchased by the Issuer on the Closing Date (as set forth in Schedule A hereto) to the Trustee, without

recourse (except as expressly provided in each applicable Collateral Interest Purchase Agreement), in the manner provided in Section 3.3(a) and

the crediting to the Custodial Account by the Securities Intermediary of such Closing Date Collateral Interests.

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(b)           Certificate

of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability,

dated as of the Closing Date, delivered to the Trustee and the Note Administrator, to the effect that, in the case of each Closing Date

Collateral Interest pledged to the Trustee for inclusion in the Collateral on the Closing Date and immediately prior to the delivery thereof

on the Closing Date:

(i)            the

Issuer is the owner of such Closing Date Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever

except for those which are being released on the Closing Date;

(ii)           the

Issuer has acquired its ownership in such Closing Date Collateral Interest in good faith without notice of any adverse claim, except as

described in paragraph (i) above;

(iii)          the

Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Collateral Interest (or, if any such interest

has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;

(iv)          the

Asset Documents with respect to such Closing Date Collateral Interest do not prohibit the Issuer from Granting a security interest in

and assigning and pledging such Closing Date Collateral Interest to the Trustee;

(v)           the

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

(vi)          the

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

(vii)         (1)           the

Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result

in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s

right, title and interest in and to the Closing Date Collateral Interests pledged to the Trustee for inclusion in the Collateral on the

Closing Date; and

(2)           upon

the delivery of (A) with respect to each Collateral Interest (other than a Collateral Interest that is a Participation in a Non-Serviced

Loan), each mortgage note evidencing the obligations of the borrowers under the related Mortgage Loan, each participation certificate

(if any) evidencing such Collateral Interest (if applicable), and (B) with respect to each Collateral Interest that is a Participation

in a Non-Serviced Loan, the participation certificate evidencing such Collateral Interest, in each case to the Custodian on behalf of

the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security interest in all Collateral Interests

shall be a validly perfected, first priority security interest under the UCC as in effect in the State of Minnesota.

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Letters. the Issuer’s receipt of a signed letter from the Rating Agencies confirming that (i) the Class A Notes have

been issued with a rating of “AAAsf” by Fitch and “AAA(sf)” by KBRA, (ii) the Class A-S Notes have been

issued with a rating of at least “AAAsf” by Fitch and at least “AAA(sf)” by KBRA, (iii) the Class B

Notes have been issued with a rating of at least “AA-sf” by Fitch and at least “AA-(sf)” by KBRA, (iv) the

Class C Notes have been issued with a rating of at least “A-sf” by Fitch and at least “A-(sf)” by KBRA, (v) the

Class D Notes have been issued with a rating of at least “BBBsf” by Fitch and at least “BBB(sf)” by KBRA,

(vi) the Class E Notes have been issued with a rating of at least “BBB-(sf)” by KBRA, (vii) the Class F

Notes have been issued with a rating of at least “BB(sf)” by KBRA, (viii) the Class G Notes have been issued with

a rating of at least “BB-(sf)” by KBRA and (ix) the Class H Notes have been issued with a rating of at least “B-(sf)”

by KBRA and that such ratings are in full force and effect on the Closing Date.

(d)           Accounts.

Evidence of the establishment of the Payment Account, the Reinvestment Account, the Custodial Account, the Collection Account, the Expense

Reserve Account and the Participated Loan Collection Account.

(e)           Deposit

to Expense Reserve Account. On the Closing Date, the Issuer shall deposit U.S.$150,000 into the Expense Reserve Account from the gross

proceeds of the offering of the Notes.

(f)

Deposit to Unused Proceeds Account. On the Closing Date, the Issuer shall

deposit into the Unused Proceeds Account, U.S.$25,193,615.22.

(g)           Deposit

to Reinvestment Account. On the Closing Date, the Issuer shall deposit into the Reinvestment Account, U.S.$3,975,408.79.

Section 3.3             Transfer

of Collateral. (a) Computershare Trust Company, National Association, acting through its Document Custody division (in such capacity,

the “Custodian”), is hereby appointed as Custodian to hold all of the mortgage notes and/or participation certificates

required to be delivered to it by the Issuer on the Closing Date or on the closing date of the acquisition of any Reinvestment Collateral

Interest or Exchange Collateral Interest, at its office in Minneapolis, Minnesota. Any successor to the Custodian shall be a U.S. state

or national bank or trust company that is not an Affiliate of the Issuer and has capital and surplus of at least U.S.$200,000,000 and

whose long-term unsecured debt, long term deposit or long term issuer rating is rated at least “A” by Fitch and “BBB+”

by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include Fitch)). Subject to the

limited right to relocate Collateral set forth in Section 7.5(b), the Custodian shall hold all Asset Documents at its Corporate

Trust Office.

(b)           All

Eligible Investments and other investments purchased in accordance with this Indenture in the respective Accounts in which the funds used

to purchase such investments shall be held in accordance with Article 10 and, in respect of each Indenture Account, the Trustee

on behalf of the Secured Parties shall have entered into a securities account control agreement with the Issuer, as debtor and Computershare

Trust Company, National Association, as “securities intermediary” (within the meaning of Section 8-102(a)(14) of the

UCC as in effect in the State of New York) (together with its permitted successors and assigns in the trusts hereunder, the “Securities

Intermediary”), and the Trustee, as secured party (the “Securities Account Control Agreement”) providing,

inter alia, that the establishment and maintenance of such Indenture Account will be governed by the law of the State of New York.

The security interest of the Trustee in Collateral shall be perfected and otherwise evidenced as follows:

(i)            in

the case of such Collateral consisting of Security Entitlements, by the Issuer (A) causing the Securities Intermediary, in accordance

with the Securities Account Control Agreement, to indicate by book entry that a Financial Asset has been credited to the Custodial Account

and (B) causing the Securities Intermediary to agree pursuant to the Securities Account Control Agreement that it will comply with

Entitlement Orders originated by or on behalf of the Trustee with respect to each such Security Entitlement without further consent by

the Issuer;

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(ii)           in

the case of Collateral that consists of Instruments or Certificated Securities (the “Minnesota Collateral”), to the

extent that any such Minnesota Collateral does not constitute a Financial Asset forming the basis of a Security Entitlement acquired by

the Trustee pursuant to clause (i), by the Issuer causing (A) the Custodian, on behalf of the Trustee, to acquire possession

of such Minnesota Collateral in the State of Minnesota or (B) another Person (other than the Issuer or a Person controlling, controlled

by, or under common control with, the Issuer) (1) to (x) take possession of such Minnesota Collateral in the State of Minnesota

and (y) authenticate a record acknowledging that it holds such possession for the benefit of the Trustee or (2) to (x) authenticate

a record acknowledging that it will hold possession of such Minnesota Collateral for the benefit of the Trustee and (y) take possession

of such Minnesota Collateral in the State of Minnesota;

(iii)          in

the case of Collateral that consist of General Intangibles and all other Collateral of the Issuer in which a security interest may be

perfected by filing a financing statement under Article 9 of the UCC as in effect in the District of Columbia, filing or causing

the filing of a UCC financing statement naming the Issuer as debtor and the Trustee as secured party, which financing statement reasonably

identifies all such Collateral, with the Recorder of Deeds of the District of Columbia; and

(iv)          in

the case of Collateral that consists of Cash on deposit in any Servicing Account managed by the Servicer or Special Servicer pursuant

to the terms of the Servicing Agreement, to deposit such Cash in a Servicing Account, which Servicing Account is in the name of the Servicer

or Special Servicer on behalf of the Trustee.

Issuer hereby authorizes the filing of UCC financing statements describing as the collateral covered thereby “all of the debtor’s

personal property and Collateral,” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral

described in this Indenture.

(d)           Without

limiting the foregoing, the Trustee shall cause the Note Administrator to take such different or additional action as the Trustee may

be advised by advice of counsel to the Trustee, Note Administrator or the Issuer (delivered to the Trustee and the Note Administrator)

is reasonably required in order to maintain the perfection and priority of the security interest of the Trustee in the event of any change

in applicable law or regulation, including Articles 8 and 9 of the UCC and Treasury Regulations governing transfers of interests

in Government Items (it being understood that the Note Administrator shall be entitled to rely upon an Opinion of Counsel, including an

Opinion of Counsel delivered in accordance with Section 3.1(c), as to the need to file any financing statements or continuation

statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made).

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(e)           Without

limiting any of the foregoing, in connection with each Grant of a Collateral Interest hereunder, the Issuer shall deliver (or cause to

be delivered by the Seller) to the Custodian, in each case to the extent specified on the closing checklist in the form of Exhibit L

attached hereto for such Collateral Interest provided to the Custodian (with a copy to the Servicer) by the Issuer (or the Seller) the

following documents (collectively, the “Collateral Interest File”):

(i)            if

such Collateral Interest is a Mortgage Loan or a Combined Loan:

(1)           the

original mortgage note(s), promissory note(s) and/or mezzanine note(s), as applicable, bearing all intervening endorsements, endorsed

in blank or endorsed to the Issuer, and signed in the name of the last endorsee by an authorized Person (or a copy of such mortgage note,

promissory note or mezzanine note, as applicable, together with a lost note affidavit and indemnity);

(2)           an

original blanket assignment of all unrecorded documents with respect to such Commercial Real Estate Loan to the Issuer or in the name

of the Issuer;

(3)           [Reserved];

(4)           the

original mortgage with evidence of recording thereon, or a copy thereof together with an Officer’s Certificate of the Issuer (or

the Seller) certifying that such represents a true and correct copy of the original and that such original has been submitted or delivered

to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property

is located, in which case, recordation information shall not be required;

(5)           the

originals of all assumption, modification, consolidation or extension agreements with evidence of recording thereon, if applicable (or

a copy thereof together with an Officer’s Certificate of the Issuer (or the Seller) certifying that such represents a true and correct

copy of the original and that, if applicable, 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 Commercial Real Estate Loan otherwise included in the

Collateral Interest File;

(6)           the

original assignment of mortgage in blank or in the name of the Issuer, in form and substance acceptable for recording and signed in the

name of the last endorsee;

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(7)           the

originals of all intervening assignments of mortgage (or copies thereof certified from the applicable recording office), if any, with

evidence of recording thereon, showing an unbroken chain of title from the originator thereof to the last endorsee, or copies thereof

together with an Officer’s Certificate of the Issuer certifying that such represent true and correct copies of the originals and

that such originals have each been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording

office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;

(8)           an

original or copy (which may be in the form of an electronically issued title policy) mortgagee policy of title insurance or a conformed

version of the mortgagee’s title insurance commitment either marked as binding for insurance or attached to an escrow closing letter,

countersigned by the title company or its authorized agent if the original mortgagee’s title insurance policy has not yet been issued;

(9)           the

original of any security agreement, chattel mortgage or equivalent document executed in connection with the Commercial Real Estate Loan,

if any;

(10)         the

original assignment of leases and rents, if any, with evidence of recording thereon, or a copy thereof together with an Officer’s

Certificate of the Issuer certifying that such copy represents a true and correct copy of the original that has been submitted or delivered

to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property

is located, in which case, recordation information shall not be required;

(11)         the

original assignment of any assignment of leases and rents in blank or in the name of the Issuer, in form and substance acceptable for

recording;

(12)         a

filed copy of the UCC-1 financing statements with evidence of filing thereon, and UCC-3 assignments in blank, which UCC-3 assignments

shall be in form and substance acceptable for filing;

(13)         the

original or copy of any related loan agreement;

(14)         the

original or copy of any related guarantee;

(15)         the

original or copy of the environmental indemnity agreement, if any;

(16)         the

original of any general collateral assignment of all other documents held by the Issuer in connection with the Commercial Real Estate

Loan;

(17)         an

original or copy of any disbursement letter from the collateral obligor to the original mortgagee;

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(18)         an

original or copy of the survey of the related Mortgaged Properties;

(19)         a

copy of any property management agreements;

(20)         a

copy of any ground leases;

(21)         a

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

(22)         with

respect to any Commercial Real Estate Loan with related mezzanine or other subordinate debt (other than a companion interest, a mezzanine

loan that forms a part of a Combined Loan or a Participation Interest representing an interest in a Combined Loan), a copy of any related

co-lender agreement, intercreditor agreement, subordination agreement or other similar agreement;

(23)         with

respect to any Commercial Real Estate Loan secured by a hospitality property, a copy of any related franchise agreement, an original or

copy of any comfort letter related thereto, and if, pursuant to the terms of such comfort letter, the general assignment of the Commercial

Real Estate Loan is not sufficient to transfer or assign the benefits of such comfort letter to the Issuer, a copy of the notice by the

Seller to the franchisor of the transfer of such Commercial Real Estate Loan and/or a copy of the request for the issuance of a new comfort

letter in favor of the Issuer (in each case, as and to the extent required pursuant to the terms of such comfort letter, as determined

by the Issuer);

(24)         a

copy of any opinion of counsel;

(25)         the

following original additional documents, (a) allonge, endorsed in blank; (b) assignment of mortgage, in blank, in form and substance

acceptable for recording; (c) assignment of leases and rents, in blank, in form and substance acceptable for recording; and (d) blanket

assignment, in blank;

(26)         with

respect to a Combined Loan, the original pledge and security agreement for the related Mezzanine Loan (including, without limitation,

all original membership certificates, equity interest powers in blank, acknowledgements and confirmations related thereto); and

(27)         with

respect to a Combined Loan, an original or a copy (which may be in electronic form) of the lender’s UCC title insurance policy for

the related Mezzanine Loan and a copy of the owner’s title insurance policy (with a mezzanine endorsement and assignment of title

proceeds) or a conformed version of the lender’s UCC title insurance policy commitment or owner’s title insurance policy commitment,

as applicable, for the related Mezzanine Loan, either marked as binding for insurance or attached to an escrow closing letter, countersigned

by the title company or its authorized agent if such original title insurance policy has not yet been issued.

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(ii)           if

such Collateral Interest is a Participation:

(1)           each

of the documents specified in (i) above with respect to the related Commercial Real Estate Loan (other than a Non-Serviced Loan);

(2)           either

(i)(a) an original participation certificate or promissory note evidencing such Participation in the name of the Issuer or (b)(x) an

original participation certificate or promissory note evidencing the Participation in the name of a previous assignee, and (y) originals

or copies of assignments of the related participation certificate or promissory note showing an unbroken chain of assignment from the

holder identified on the participation certificate or promissory note to the Issuer, or (ii) in the case of a Collateral Interest

represented by both a participation certificate and a promissory note, (a) both an original participation certificate and promissory

note evidencing such Participation in the name of the Issuer or (b) both (x) an original participation certificate and promissory

note evidencing the Participation in the name of a previous assignee, and (y) originals or copies of assignments of the related participation

certificate and promissory note showing an unbroken chain of assignment from the holder identified on the participation certificate and

promissory note to the Issuer;

(3)           either

(a) an original assignment of the participation certificate or promissory note or (b) both an original assignment of the participation

certificate and promissory note in the case of a Collateral Interest represented by both a participation certificate and a promissory

note evidencing such Participation endorsed from the Issuer to blank;

(4)           either

(a) an original or a copy of the related Participation Agreement or co-lender agreement or (b) an original or a copy of both

the related Participation Agreement and co-lender agreement in the case of a Collateral Interest represented by both a participation certificate

and a promissory note; and

(5)           a

copy of any related companion participation certificate or promissory note.

With respect to the Closing Date Collateral Interests

identified on Schedule A as Camille Farms, The Reserves at Gashes Creek, Icon Apartments, Palmetto Pointe, Monarch, Rise Spring

Pointe, Abri at West Iris and Deseo Grande, the Issuer shall deliver to the Custodian within 10 Business Days of the Closing Date the

related Collateral Interest File.

With respect to any documents which have been

delivered or are being delivered to recording offices for recording and have not been returned to the Issuer (or the Seller) in time to

permit their delivery hereunder at the time required, the Issuer (or the Seller) shall deliver such original recorded documents to the

Custodian promptly when received by the Issuer (or the Seller) from the applicable recording office.

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(f)           The

execution and delivery of this Indenture by the Custodian shall be deemed to constitute certification that (i) each original note

and participation certificate, as applicable, required to be delivered to the Custodian on behalf of the Trustee by the Issuer (or the

Seller) and all allonges thereto, if any, have been received by the Custodian (directly or through a bailee); and (ii) such original

note and participation certificate, as applicable, has been reviewed by the Custodian and (A) appears regular on its face (handwritten

additions, changes or corrections shall not constitute irregularities if initialed), (B) appears to have been executed and (C) purports

to relate to the related Collateral Interest. The Custodian agrees to review or cause to be reviewed the Collateral Interest Files within

sixty (60) days after the Closing Date, and to deliver to the Issuer, the Note Administrator, the Servicer, the Collateral Manager and

the Trustee a certification in the form of Exhibit M attached hereto, indicating, subject to any exceptions found by it in

such review (and any related exception report and any subsequent reports thereto shall be delivered to the other parties hereto, the Servicer

in electronic format, including Excel-compatible format), (A) those documents referred to in Section 3.3(e) that

have been received, and (B) that such documents have been executed, appear on their face to be what they purport to be, purport to

be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the

Collateral Interest. The Custodian shall have no responsibility for reviewing the Collateral Interest File except as expressly set forth

in this Section 3.3(f). None of the Trustee, the Note Administrator, and the Custodian shall be under any duty or obligation

to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine,

enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement

is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 3.3(e)), whether

any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any

document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its

face, or whether the title insurance policies relate to the Mortgaged Property.

(g)           No

later than the ninetieth (90th) day after the Closing Date, and every quarter thereafter until all exceptions are cleared, the Custodian

shall (i) deliver to the Issuer, with a copy to the Note Administrator, the Trustee, the Collateral Manager and the Servicer a final

exception report (which report and any updates or modifications thereto shall be delivered in electronic format, including Excel-compatible

format) as to any remaining documents that are required to be, but are not in the Collateral Interest File and (ii) request that

the Issuer cause such document deficiency to be cured.

(h)           Without

limiting the generality of the foregoing:

(i)            from

time to time upon the request of the Trustee, Collateral Manager, Servicer or Special Servicer, the Issuer shall deliver (or cause to

be delivered) to the Custodian any Asset Document in the possession of the Issuer and not previously delivered hereunder (including originals

of Asset Documents not previously required to be delivered as originals) and as to which the Trustee, Collateral Manager, Servicer or

Special Servicer, as applicable, shall have reasonably determined, or shall have been advised, to be necessary or appropriate for the

administration of such Commercial Real Estate Loan hereunder or under the Servicing Agreement or for the protection of the security interest

of the Trustee under this Indenture;

(ii)           upon

request of the Issuer, in connection with any delivery of documents to the Custodian pursuant to clause (i) above, the Custodian

shall deliver to the Collateral Manager and the Servicer, on behalf of the Issuer, a Certification in the form of Exhibit M

acknowledging the receipt of such documents by the Custodian and that it is holding such documents subject to the terms of this Indenture;

and

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(iii)          from

time to time upon request of the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall, upon delivery by the Collateral

Manager, the Servicer or Special Servicer, as applicable, of a Request for Release in the form of Exhibit N hereto, release

to the Collateral Manager, the Servicer or the Special Servicer, as applicable, such of the Asset Documents then in its custody as the

Collateral Manager, the Servicer or the Special Servicer, as applicable, reasonably so requests. By submission of any such Request for

Release, the Collateral Manager, the Servicer or the Special Servicer, as applicable, shall be deemed to have represented and warranted

that it has determined in accordance with the Collateral Management Standard or the Servicing Standard, respectively, set forth in the

Collateral Management Agreement or the Servicing Agreement, as the case may be, that the requested release is necessary for the administration

of such Commercial Real Estate Loan hereunder or under the Collateral Management Agreement or under the Servicing Agreement or for the

protection of the security interest of the Trustee under this Indenture. The Collateral Manager, the Servicer or the Special Servicer

shall return to the Custodian each Asset Document released from custody pursuant to this clause (iii) within twenty (20) Business

Days of receipt thereof (except such Asset Documents as are released in connection with a sale, exchange or other disposition, in each

case only as permitted under this Indenture, of the related Collateral Interest that is consummated within such twenty (20)-day period).

Notwithstanding the foregoing provisions of this clause (iii), any note, participation certificate or other instrument evidencing

a Pledged Collateral Interest shall be released only for the purpose of (1) a sale, exchange or other disposition of such Pledged

Collateral Interest that is permitted in accordance with the terms of this Indenture, (2) presentation, collection, renewal or registration

of transfer of such Collateral Interest or (3) in the case of any note, in connection with a payment in full of all amounts owing

under such note.

(i)            As

of the Closing Date (with respect to the Collateral owned or existing as of the Closing Date) and each date on which any Collateral is

acquired (only with respect to each Collateral so acquired or arising after the Closing Date), the Issuer represents and warrants as follows:

(i)            this

Indenture creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Trustee for the benefit

of the Secured Parties, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers

from the Issuer;

(ii)           the

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

(iii)          in

the case of each Collateral, the Issuer has acquired its ownership in such Collateral in good faith without notice of any adverse claim

as defined in Section 8-102(a)(1) of the UCC as in effect on the date hereof;

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(iv)          other

than the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to this Indenture, the Issuer has not

pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral;

(v)           the

Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of

collateral covering the Collateral other than any financing statement (x) relating to the security interest granted to the Trustee

for the benefit of the Secured Parties hereunder or (y) that has been terminated; the Issuer is not aware of any judgment lien, Pension

Benefit Guarantee Corporation lien or tax lien filings against the Issuer;

(vi)          the

Issuer has received all consents and approvals required by the terms of each Collateral and the Transaction Documents to grant to the

Trustee its interest and rights in such Collateral hereunder;

(vii)         the

Issuer has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing

office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the

Trustee for the benefit of the Secured Parties hereunder;

(viii)        all

of the Collateral constitutes one or more of the following categories: an Instrument, a General Intangible, a Certificated Security or

an uncertificated security, or a Financial Asset in which a Security Entitlement has been created and that has been or will have been

credited to a Securities Account and proceeds of all the foregoing;

(ix)          the

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

(x)           the

Issuer has delivered a fully executed Securities Account Control Agreement pursuant to which the Securities Intermediary has agreed to

comply with all instructions originated by the Trustee relating to the Indenture Accounts without further consent of the Issuer; none

of the Indenture Accounts is in the name of any Person other than the Issuer, the Note Administrator or the Trustee; the Issuer has not

consented to the Securities Intermediary to comply with any Entitlement Orders in respect of the Indenture Accounts and any Security Entitlement

credited to any of the Indenture Accounts originated by any Person other than the Trustee or the Note Administrator on behalf of the Trustee;

(xi)           (A) all

original executed copies of each promissory note, participation certificate or other writings that constitute or evidence any pledged

obligation that constitutes an Instrument have been delivered to the Custodian for the benefit of the Trustee and (B) none of the

promissory notes, participation certificates or other writings that constitute or evidence such collateral has any marks or notations

indicating that they have been pledged, assigned or otherwise conveyed by the Issuer to any Person other than the Trustee;

(xii)         each

of the Indenture Accounts constitutes a Securities Account in respect of which Computershare Trust Company, National Association has agreed

to be Securities Intermediary pursuant to the Securities Account Control Agreement on behalf of the Trustee as secured party under this

Indenture.

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(j)            The

Note Administrator shall cause all Eligible Investments delivered to the Note Administrator on behalf of the Issuer (upon receipt by the

Note Administrator thereof) to be promptly credited to the applicable Account.

ARTICLE 4

SATISFACTION

AND DISCHARGE

Section 4.1             Satisfaction

and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (i) rights

of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights

of Noteholders to receive payments of principal thereof and interest thereon, (iv) the rights, protections, indemnities and immunities

of the Note Administrator (in each of its capacities) and the Trustee and the specific obligations set forth below hereunder, (v) the

rights, protections, indemnities and immunities of the Custodian, (vi) the rights, obligations and immunities of the Collateral Manager,

the Servicer and the Special Servicer hereunder, under the Collateral Management Agreement and under the Servicing Agreement, as applicable,

and (vii) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Custodian or Securities

Intermediary (on behalf of the Trustee) and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer,

shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:

(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 Notes Registrar for cancellation; or

(2)           all

Notes not theretofore delivered to the Notes Registrar for cancellation (A) have become due and payable, or (B) shall become

due and payable at their Stated Maturity Date within one year, or (C) are to be called for redemption pursuant to ARTICLE 9

under an arrangement satisfactory to the Note Administrator for the giving of notice of redemption by the Issuer pursuant to Section 9.3

and either (x) the Issuer has irrevocably deposited or caused to be deposited with the Note Administrator, Cash or non-callable direct

obligations of the United States of America; which obligations are entitled to the full faith and credit of the United States of America

or are debt obligations which are rated “AAA” by Fitch in an amount sufficient, as recalculated by a firm of Independent nationally-recognized

certified public accountants, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1,

the Redemption Price) on such Notes not theretofore delivered to the Note Administrator for cancellation, for principal and interest to

the date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity Date or the respective

Redemption Date, as the case may be or (y) in the event all of the Collateral is liquidated following the satisfaction of the conditions

specified in ARTICLE 5, the Issuer shall have deposited or caused to be deposited with the Note Administrator, all proceeds

of such liquidation of the Collateral, for payment in accordance with the Priority of Payments;

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(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 and the Servicing 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

Issuer has delivered to the Trustee and the Note Administrator Officer’s Certificates and an Opinion of Counsel, each stating that

all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with;

provided,

however, that in the case of clause (a)(i)(2)(x) above, the Issuer has delivered to the Trustee and Note Administrator

an opinion of Cadwalader, Wickersham & Taft LLP or an opinion of another nationally recognized tax counsel experienced in such

matters to the effect that the Noteholders would recognize no income gain or loss for U.S. federal income tax purposes as a result of

such deposit and satisfaction and discharge of this Indenture; or

(b)           (i)            the

Issuer has delivered to the Trustee and Note Administrator a certificate stating that (1) there is no Collateral (other than (x) the

Collateral Management Agreement, the Servicing Agreement and the Servicing Accounts related thereto and the Securities Account Control

Agreement and the Indenture Accounts related thereto and (y) Cash in an amount not greater than the Dissolution Expenses) that remain

subject to the lien of this Indenture, and (2) all funds on deposit in or to the credit of the Accounts have been distributed in

accordance with the terms of this Indenture or have otherwise been irrevocably deposited with the Servicer under the Servicing Agreement

for such purpose; and

(ii)           the

Issuer has delivered to the Note Administrator and the Trustee Officer’s certificates and an Opinion of Counsel, each stating that

all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction

and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Note Administrator, and, if applicable, the

Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7, 7.3

and 14.12 hereof shall survive.

Section 4.2             Application

of Amounts held in Trust. All amounts deposited with the Note Administrator pursuant to Section 4.1 shall be held in trust

and applied by it in accordance with the provisions of the Notes and this Indenture (including, without limitation, the Priority of Payments)

to the payment of the principal and interest, either directly or through any Paying Agent, as the Note Administrator may determine, and

such amounts shall be held in a segregated account identified as being held in trust for the benefit of the Secured Parties.

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Section 4.3             Repayment

of Amounts Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all

amounts then held by any Paying Agent, upon demand of the Issuer, shall be remitted to the Note Administrator to be held and applied pursuant

to Section 7.3 hereof and, in the case of amounts payable on the Notes, in accordance with the Priority of Payments and thereupon

such Paying Agent shall be released from all further liability with respect to such amounts.

Section 4.4             Limitation

on Obligation to Incur Company Administrative Expenses. If at any time after an Event of Default has occurred and the Notes have been

declared immediately due and payable, the sum of (i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected

to be received by the Issuer with respect to the Collateral Interests in Cash during the current Due Period (as certified by the Collateral

Manager in its reasonable judgment) is less than the sum of Dissolution Expenses and any accrued and unpaid Company Administrative Expenses,

then notwithstanding any other provision of this Indenture, the Issuer shall no longer be required to incur Company Administrative Expenses

as otherwise required by this Indenture to any Person (but shall remain obligated to pay all accrued and unpaid Company Administrative

Expenses then outstanding), other than with respect to fees and indemnities of, and other payments, charges and expenses incurred in connection

with opinions, reports or services to be provided to or for the benefit of, the Trustee, the Note Administrator, the Servicer, the Special

Servicer or any of their respective Affiliates. Any failure to pay such amounts or provide or obtain such opinions, reports or services

no longer required hereunder shall not constitute a Default hereunder.

ARTICLE 5

REMEDIES

Section 5.1             Events

of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason

for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,

decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           a

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

Class A Notes, Class A-S Notes or Class B Notes are Outstanding, any Note of the most senior Class Outstanding) when

the same becomes due and payable and the continuation of any such default for three (3) Business Days after a Trust Officer of the

Note Administrator has actual knowledge or receives notice from any holder of Notes of such payment default; provided that in the

case of a failure to disburse funds due to an administrative error or omission by the Collateral Manager, Note Administrator, Trustee

or any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written

notice or has actual knowledge of such administrative error or omission; or

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(b)           a

default in the payment of principal (or the related Redemption Price, if applicable) of any Class of Notes when the same becomes

due and payable, at its Stated Maturity Date or any Redemption Date; provided, in each case, that in the case of a failure to disburse

funds due to an administrative error or omission by the Collateral Manager, Note Administrator, Trustee or any paying agent, such failure

continues for five (5) Business Days after a trust officer of the Note Administrator receives written notice or has actual knowledge

of such administrative error or omission;

failure on any Payment Date to disburse amounts in excess of $100,000 available in the Payment Account in accordance with the Priority

of Payments set forth under Section 11.1(a) (other than a default in payment described in clause (a) or (b) above),

which failure continues for a period of three (3) Business Days or, in the case of a failure to disburse such amounts due to an administrative

error or omission by the Note Administrator, Trustee or Paying Agent, which failure continues for five (5) Business Days;

(d)           either

the 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 (other than the covenant to make the payments

described in clauses (a), (b) or (c) above or to satisfy the Note Protection Tests) or any representation or warranty of

the Issuer hereunder or in any certificate or other writing delivered pursuant hereto or in connection herewith proves to be incorrect

in any material respect when made, and the continuation of such default or breach for a period of 30 days (or, if such default, breach

or failure has an adverse effect on the validity, perfection or priority of the security interest granted hereunder, 15 days) after

the Issuer or the Collateral Manager has actual knowledge thereof or after notice thereof to the Issuer by the Trustee or to the Issuer,

the Collateral Manager and the Trustee by Holders of at least 25% by Aggregate Outstanding Amount of the Controlling Class;

(f)            the

entry of a decree or order by a court having competent jurisdiction adjudging the Issuer as bankrupt or insolvent, or approving as properly

filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Bankruptcy Code

or any other similar applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the

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 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 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 of any substantial part of its

property, respectively, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability

to pay its debts generally as they become due, or the taking of any action by the Issuer in furtherance of any such action;

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(h)           one

or more final judgments being rendered against the Issuer which exceed, in the aggregate, U.S.$1,000,000 and which remain unstayed, undischarged

and unsatisfied for 30 days after such judgment(s) becomes nonappealable, unless adequate funds have been reserved or set aside

for the payment thereof, and unless (except as otherwise specified in writing by the Rating Agencies) a No Downgrade Confirmation has

been received from each Rating Agency; or

(i)            the

Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of FBRT Sub REIT or another REIT for U.S. federal income

tax purposes, unless (A) within 90 days, the Issuer either (1) delivers an opinion of nationally recognized tax counsel

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, subject to U.S. federal income tax on a net income 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 Holders of the Class J Notes sufficient to discharge

in full the amounts then due and unpaid on the Notes and amounts and expenses described in clauses (1) through (4) and

(21) under Section 11.1(a)(i) in accordance with the Priority of Payments or (B) all Classes of the Notes are

subject to a Tax Redemption announced by the Issuer in compliance with this Indenture, and such redemption has not been rescinded.

Upon becoming aware of the occurrence

of an Event of Default, the Issuer, shall promptly notify (or shall procure the prompt notification of) the Trustee, the Note Administrator,

the Collateral Manager, the Servicer, the Special Servicer and the EU/UK Reporting Administrator in writing. If the Collateral Manager

or Note Administrator has actual knowledge of the occurrence of an Event of Default, the Collateral Manager or Note Administrator shall

promptly notify, in writing, the Issuer, the Trustee, the EU/UK Reporting Administrator, the Noteholders and the Rating Agencies of the

occurrence of such Event of Default.

Section 5.2             Acceleration

of Maturity; Rescission and Annulment. (a) If an Event of Default shall occur and be continuing (other than the Events of Default

specified in Section 5.1(f) or 5.1(g)), the Trustee may (and shall at the direction of a Majority, by outstanding

principal amount, of each Class of Offered Notes voting as a separate Class (excluding any Notes owned by the Collateral Manager

or any of its Affiliates)), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount, of the Class F

Notes, or, if no Class of Offered Notes and no Class F Notes are outstanding, a majority by outstanding principal amount, of

the Class G Notes, or, if no Class of Offered Notes, no Class F Notes and no Class G Notes are outstanding, a majority

by outstanding principal amount, of the Class H Notes, declare the principal of and accrued and unpaid interest on all the Notes

to be immediately due and payable (and any such acceleration shall automatically terminate the Reinvestment Period). Upon any such declaration

such principal, together with all accrued and unpaid interest thereon, and other amounts payable thereunder in accordance with the Priority

of Payments will become immediately due and payable. If an Event of Default described in Section 5.1(f) or 5.1(g) above

occurs, such an acceleration shall occur automatically and without any further action, and any such acceleration shall automatically terminate

the Reinvestment Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof.

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(b)           At

any time after such a declaration of acceleration of Maturity of the Notes has been made, and before a judgment or decree for payment

of the amounts due has been obtained by the Trustee as hereinafter provided in this Article 5, a Majority of each Class of

Offered Notes (voting as a separate Class), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount,

of the Class F Notes, the Class G Notes and the Class H Notes, other than with respect to an Event of Default specified

in Section 5.1(d), 5.1(f), 5.1(g), or 5.1(i), by written notice to the Issuer and the Trustee, may rescind

and annul such declaration and its consequences if:

(i)           the

Issuer has paid or deposited with the Note Administrator a sum sufficient to pay:

(A)          all

unpaid installments of interest on and principal on the Notes that would be due and payable hereunder if the Event of Default giving rise

to such acceleration had not occurred;

(B)           all

unpaid taxes of the Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Note

Administrator or to the Trustee hereunder;

respect to the Advancing Agent, the Backup Advancing Agent and the Trustee, any amount due and payable for unreimbursed Interest Advances

and Reimbursement Interest;

(D)           with

respect to the Collateral Management Agreement, any Collateral Manager Fee then due and payable; and

(E)           any

Company Administrative Expenses then due and payable to the Collateral Manager, the Servicer or the Special Servicer; and

(ii)           the

Trustee has received notice that all Events of Default, other than the non-payment of the interest and principal on the Notes that have

become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has

agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.14.

any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as

permitted hereinabove, the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to

the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral

is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2,

notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph.

No such rescission shall affect

any subsequent Default or impair any right consequent thereon.

to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the

conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; provided that

(i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action

not inconsistent with such direction; (iii) the Trustee has received security or indemnity satisfactory to it; and (iv) any

direction to undertake a sale of the Collateral may be made only as described in Section 5.17. The Trustee shall be entitled

to refuse to take any action absent such direction.

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(d)           As

security for the payment by the Issuer of the compensation and expenses of the Trustee, the Note Administrator, and any sums the Trustee

or Note Administrator shall be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the

Collateral, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments

and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration

has not been rescinded or annulled.

(e)           A

Majority of the Aggregate Outstanding Amount of each Class of Notes may, prior to the time a judgment or decree for the payment of

amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in

accordance with Section 5.14.

Section 5.3             Collection

of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if a Default shall occur in respect of the

payment of any interest and principal on any Class of Notes (but only after any amounts payable pursuant to Section 11.1(a) having

a higher priority have been paid in full), the Issuer shall, upon demand of the Trustee or any affected Noteholder, pay to the Note Administrator

on behalf of the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for

principal and interest or other payment with interest on the overdue principal and, to the extent that payments of such interest shall

be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further

amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements

and advances of the Note Administrator, the Trustee and such Noteholder and their respective agents and counsel.

If the Issuer fails to pay such

amounts forthwith upon such demand, the Trustee, as Trustee of an express trust, and at the expense of the Issuer, may institute a Proceeding

for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same

against the Issuer 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.

an Event of Default occurs and is continuing, the Trustee shall proceed to protect and enforce its rights and the rights of the Noteholders

by such Proceedings (x) as directed by a Majority of the Controlling Class or (y) in the absence of direction by a Majority

of the Controlling Class, as determined by the Trustee acting in good faith; provided that (a) such direction must

not conflict with any rule of law or with any express provision of this Indenture, (b) the Trustee may take any other action

deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee has been provided with security or indemnity

satisfactory to it, and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a sale of Collateral may be

given only in accordance with the preceding paragraph, in connection with any sale and liquidation of all or a portion of the Collateral,

the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings shall be used for the specific

enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other

proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Any direction to the Trustee to undertake

a sale of Collateral shall be forwarded to the Special Servicer, and the Special Servicer shall conduct any such sale in accordance with

the terms of the Servicing Agreement.

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In the case where (x) there

shall be pending Proceedings relative to the Issuer under the Bankruptcy Code 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 its property, or (z) there shall be any other comparable Proceedings

relative to the Issuer, or the creditors or property of the Issuer, regardless of whether the principal of any Notes shall then be due

and payable as therein expressed or by declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant

to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or

otherwise:

(i)            to

file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such

other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable

compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of

all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence

or bad faith) and of the Noteholders allowed in any Proceedings relative to the Issuer or other obligor upon the Notes or to the creditors

or property of the Issuer or such other obligor;

(ii)           unless

prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee or a standby trustee in

arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in

comparable Proceedings; and

(iii)          to

collect and receive (or cause the Note Administrator to collect and receive) any amounts or other property payable to or deliverable on

any such claims, and to distribute (or cause the Note Administrator to distribute) all amounts received with respect to the claims of

the Noteholders and of the Trustee on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar

official is hereby authorized by each of the Noteholders to make payments to the Trustee (or the Note Administrator on its behalf), and,

in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee and the Note

Administrator such amounts as shall be sufficient to cover reasonable compensation to the Trustee and the Note Administrator, each predecessor

trustee and note administrator, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities

incurred, and all advances made, by the Backup Advancing Agent and each predecessor backup advancing agent.

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Nothing herein contained shall

be deemed to authorize the Trustee to authorize, consent to, vote for, accept or adopt, on behalf of any Noteholder, any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in

respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy

or similar Person.

All rights of action and of

asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the

Notes or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee

shall be brought in its own name as trustee of an express trust, and any recovery of judgment, shall be applied as set forth in Section 5.7.

Notwithstanding anything in

this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance

thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met and any sale

of Collateral contemplated to be conducted by the Trustee under this Indenture shall be effected by the Special Servicer pursuant to the

terms of the Servicing Agreement, and the Trustee shall have no liability or responsibility for or in connection with any such sale.

Section 5.4             Remedies.

(a) If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable and such declaration

and its consequences have not been rescinded and annulled, the Issuer agrees that the Trustee, or, with respect to any sale of any Collateral

Interests, the Special Servicer, may, after notice to the Note Administrator and the Noteholders, and shall, upon direction by a Majority

of the Controlling Class, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:

(i)            institute

Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture (whether by declaration

or otherwise), enforce any judgment obtained and collect from the Collateral any amounts adjudged due;

(ii)           sell

all or a portion of the Collateral or rights of interest therein, at one or more public or private sales called and conducted in any manner

permitted by law and in accordance with Section 5.17 hereof (provided that any such sale shall be conducted by the

Special Servicer pursuant to the Servicing Agreement);

(iii)          institute

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

(iv)          exercise

any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of

the Secured Parties hereunder; and

(v)           exercise

any other rights and remedies that may be available at law or in equity;

provided,

however, that no sale or liquidation of the Collateral or institution of Proceedings in furtherance thereof pursuant to this Section 5.4

may be effected unless either of the conditions specified in Section 5.5(a) are met.

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The Issuer shall, at the Issuer’s

expense, upon request of the Trustee or the Special Servicer, obtain and rely upon an opinion of an Independent investment banking firm

as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of

the proceeds and other amounts expected to be received with respect to the Collateral to make the required payments of principal of and

interest on the Notes and other amounts payable hereunder, which opinion shall be conclusive evidence as to such feasibility or sufficiency.

(b)           If

an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing, the Trustee may, and

at the request of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute

a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which

gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.

any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, the Collateral Manager

or the Servicer or any of their respective Affiliates may bid for and purchase the Collateral or any part thereof and, upon compliance

with the terms of Sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability;

and any purchaser at any such Sale may, in paying the purchase money, turn in any of the Notes in lieu of Cash equal to the amount which

shall, upon distribution of the net proceeds of such sale, be payable on the Notes so turned in by such Holder (taking into account the

Class of such Notes). Such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall either

be returned to the Holders thereof after proper notation has been made thereon to show partial payment or a new note shall be delivered

to the Holders reflecting the reduced interest thereon.

Upon any Sale, whether made

under the power of sale hereby given or by virtue of judicial proceedings, the receipt of the Note Administrator or of the Officer making

a sale under judicial proceedings shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase

money and such purchaser or purchasers shall not be obliged to see to the application thereof.

Any such Sale, whether under

any power of sale hereby given or by virtue of judicial proceedings, shall (x) bind the Issuer, the Trustee, the Note Administrator

and the Noteholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in

and to the property sold and (y) be a perpetual bar, both at law and in equity, against each of them and their successors and assigns,

and against any and all Persons claiming through or under them.

(d)           Notwithstanding

any other provision of this Indenture or any other Transaction Document, none of the Advancing Agent, the Trustee, the Note Administrator

or any other Secured Party, any other party to any Transaction Document, the Holder of the Notes and the holders of the equity in the

Issuer 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 and one day after the payment in full of all Notes, institute against, or join any other Person in instituting

against, the Issuer or any Issuer Permitted Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium

or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction. Nothing in this

Section 5.4 shall preclude, or be deemed to stop, the Advancing Agent, the Trustee, the Note Administrator, or any other Secured

Party or any other party to any Transaction Document (i) from taking any action prior to the expiration of the aforementioned one

year and one day period, or, if longer, the applicable preference period then in effect and one day period in (A) any case or proceeding

voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than

the Trustee, the Note Administrator or any other Secured Party or any other party to any Transaction Document, or (ii) from commencing

against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding

up, moratorium or liquidation proceeding.

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Section 5.5             Preservation

of Collateral. (a) Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing

when any of the Notes are Outstanding, the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted

or required under this Indenture) retain the Collateral securing the Secured Notes, collect and cause the collection of the proceeds thereof

and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the

Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral,

unless either:

(i)            the

Note Administrator, pursuant to Section 5.5(c), determines (based upon information delivered to it in accordance with this

Indenture) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale

or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes, Company Administrative Expenses

due and payable pursuant to the Priority of Payments, the Collateral Manager Fees due and payable pursuant to the Priority of Payments

and amounts due and payable to the Advancing Agent, the Backup Advancing Agent and the Trustee, in respect of unreimbursed Interest Advances

and Reimbursement Interest, for principal and interest, and, upon receipt of information from Persons to whom fees and expenses are payable,

all other amounts payable prior to payment of principal on the Notes due and payable pursuant to Section 11.1(a)(iii) and

the holders of a Majority of the Controlling Class agrees with such determination; or

(ii)           a

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

Collateral.

In the event of a sale of all or a portion of

the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall be required to sell that portion

of the Collateral identified by the requisite Noteholders and all proceeds of such sale shall be remitted to the Note Administrator for

distribution in the order set forth in Section 11.1(a). The Note Administrator shall give written notice of the retention

of the Collateral by the Custodian to the Issuer, the Collateral Manager, the Trustee, the Servicer, the Special Servicer and the Rating

Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded

at any time when the conditions specified in clause (i) or (ii) above exist.

(b)           Nothing

contained in Section 5.5(a) shall be construed to require a sale of the Collateral securing the Secured Notes if the

conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall

be construed to require the Trustee to preserve the Collateral securing the Secured Notes if prohibited by applicable law.

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determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices

with respect to each Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time

making a market in such Collateral Interests that, at that time, engage in the trading, origination or securitization of whole loans or

participations similar to the Collateral Interests (or, if only one such dealer can be engaged, then the Collateral Manager shall obtain

a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The Collateral Manager shall compute the anticipated

proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such Collateral Interest and provide the Trustee

and the Note Administrator with the results thereof. For the purposes of determining issues relating to the market value of any Collateral

Interest and the execution of a sale or other liquidation thereof, the Collateral Manager may, but need not, retain at the expense of

the Issuer and rely on an opinion of an Independent investment banking firm of national reputation or other appropriate advisors (the

cost of which shall be payable as a Company Administrative Expense) in connection with a determination as to whether the condition specified

in Section 5.5(a)(i) exists.

The Note Administrator shall

promptly deliver to the Noteholders and the Servicer, and the Note Administrator shall post to the Note Administrator’s Website,

a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i).

Section 5.6             Trustee

May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Notes

may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other

Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall be brought in its own name as trustee of

an express trust. Any recovery of judgment in respect of the Notes shall be applied as set forth in Section 5.7 hereof.

In any Proceedings brought by

the Trustee (and in any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)

in respect of the Notes, the Trustee shall be deemed to represent all the Holders of the Notes.

Section 5.7             Application

of Amounts Collected. Any amounts collected by the Note Administrator with respect to the Notes pursuant to this ARTICLE 5

and any amounts that may then be held or thereafter received by the Note Administrator with respect to the Notes hereunder shall be applied

subject to Section 13.1 hereof and in accordance with the Priority of Payments set forth in Section 11.1(a)(iii) hereof,

at the date or dates fixed by the Note Administrator.

Section 5.8             Limitation

on Suits. No Holder of any Notes shall have any right to institute any Proceedings (the right of a Noteholder to institute any proceeding

with respect to this Indenture or the Notes is subject to any non-petition covenants set forth in this Indenture or the Notes), judicial

or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder,

unless:

(a)           such

Holder has previously given to the Trustee written notice of an Event of Default;

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(b)           except

as otherwise provided in Section 5.9 hereof, the Holders of at least 25% of the then Aggregate Outstanding Amount of the Controlling

Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name

as Trustee hereunder and such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses

and liabilities to be incurred in compliance with such request;

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

and

(d)           no

direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling

Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of,

or by availing of, any provision of this Indenture or the Notes to affect, disturb or prejudice the rights of any other Holders of Notes

of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or

to enforce any right under this Indenture or the Notes, except in the manner herein or therein provided and for the equal and ratable

benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 hereof and the Priority

of Payments.

In the event the Trustee shall

receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each representing

less than a Majority of the Controlling Class, the Trustee shall not be required to take any action until it shall have received the direction

of a Majority of the Controlling Class.

Section 5.9           Unconditional

Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture (except for Section 2.7(e) and

2.7(n)), the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal

of and interest on such Note as such principal, interest and other amounts become due and payable in accordance with the Priority of Payments

and Section 13.1, and, subject to the provisions of Sections 5.4 and 5.8 to institute Proceedings for the

enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided, however,

that the right of such Holder to institute proceedings for the enforcement of any such payment shall not be subject to the 25% threshold

requirement set forth in Section 5.8(b).

Notwithstanding the foregoing,

at any time when BSPRT Holder holds 100% of the Class J Notes, BSPRT Holder may designate all or any portion of the available funds

that would otherwise be distributed by the Paying Agent for payment on the Class J Notes, for deposit into the Payment Account as

a contribution to the Issuer. Any such amounts paid to the Issuer as a contribution shall be deemed for all purposes as having been paid

by the Paying Agent pursuant to the Priority of Payments in this Indenture.

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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 Trustee, and the Noteholder shall, subject to any determination in such Proceeding, be restored

severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders

shall continue as though no such Proceeding had been instituted.

Section 5.11           Rights

and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee, the Note Administrator or to the Noteholders

is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative

and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion

or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate

right or remedy.

Section 5.12           Delay

or Omission Not Waiver. No delay or omission of the Trustee or of any Noteholder to exercise any right or remedy accruing upon any

Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein

or a waiver of a subsequent Event of Default. Every right and remedy given by this Article 5 or by law to the Trustee, or

to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, or by the Noteholders,

as the case may be.

Section 5.13           Control

by the Controlling Class. Subject to Section 5.2(a) and (b), but notwithstanding any other provision of this

Indenture, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding, a Majority of the Controlling

Class shall have the right to cause the institution of, and direct the time, method and place of conducting, any Proceeding for any

remedy available to the Trustee and for exercising any trust, right, remedy or power conferred on the Trustee in respect of the Notes;

provided that:

(a)           such

direction shall not conflict with any rule of law or with any express provision of this Indenture;

(b)           the

Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however,

that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability (unless

the Trustee has received indemnity satisfactory to it against such liability as set forth below);

Trustee shall have been provided with indemnity satisfactory to it; and

(d)           notwithstanding

the foregoing, any direction to the Trustee to undertake a Sale of the Collateral shall be performed by the Special Servicer on behalf

of the Trustee, and must satisfy the requirements of Section 5.5.

Section 5.14           Waiver

of Past Defaults. Prior to the time a judgment or decree for payment of the amounts due has been obtained by the Trustee, as provided

in this ARTICLE 5, a Majority of each and every Class of Notes (voting as a separate Class) may, on behalf of the Holders

of all the Notes, waive any past Default in respect of the Notes and its consequences, except a Default:

(a)           in

the payment of principal of any Note;

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(b)           in

the payment of interest in respect of the Controlling Class;

respect of a covenant or provision hereof that, under Section 8.2, cannot be modified or amended without the waiver or consent

of the Holder of each Outstanding Note adversely affected thereby; or

(d)           in

respect of any right, covenant or provision hereof for the individual protection or benefit of the Trustee or the Note Administrator,

without the Trustee’s or the Note Administrator’s express written consent thereto, as applicable.

In the case of any such waiver,

the Issuer, the Trustee, and the Holders of the Notes shall be restored to their respective former positions and rights hereunder, but

no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default

shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,

but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Any such waiver shall be effectuated

upon receipt by the Trustee and the Note Administrator of a written waiver by such Majority of each Class of Notes.

Section 5.15           Undertaking

for Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed,

that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit

against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking

to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’

fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party

litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by (x) the Trustee, (y) any

Noteholder, or group of Noteholders, holding in the aggregate more than 10% of the Aggregate Outstanding Amount of the Controlling Class or

(z) any Noteholder for the enforcement of the payment of the principal of or interest on any Note or any other amount payable hereunder

on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date).

Section 5.16           Waiver

of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,

plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any

time hereafter in force (including but not limited to filing a voluntary petition under Chapter 11 of the Bankruptcy Code and by

the voluntary commencement of a proceeding or the filing of a petition seeking winding up, liquidation, reorganization or other relief

under any bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in

effect), which may affect the covenants, the performance of or any remedies under this Indenture; and the Issuer (to the extent that it

may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or

impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though

no such law had been enacted.

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Section 5.17           Sale

of Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4

and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall

continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds to pay such

amount until the entire Collateral shall have been sold. The Special Servicer may, upon notice to the Noteholders, and shall, upon direction

of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such

Sale; provided, however, that if the Sale is rescheduled for a date more than three (3) Business Days after the date

of the determination by the Special Servicer pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and

until the Special Servicer has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby

expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Special Servicer shall be

authorized to deduct the reasonable costs, charges and expenses incurred by it, or by the Trustee or the Note Administrator in connection

with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 hereof.

(b)           The

Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts

owing on the Notes.

Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in

connection with a Sale thereof, which, in the case of any Collateral Interests, shall be upon request and delivery of any such instruments

by the Special Servicer. In addition, the Special Servicer, with respect to Collateral Interests, and the Trustee, with respect to any

other Collateral, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in

any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or

transferee at such a Sale shall be bound to ascertain the Trustee’s or Special Servicer’s authority, to inquire into the satisfaction

of any conditions precedent or to see to the application of any amounts.

(d)           In

the event of any Sale of the Collateral pursuant to Section 5.4 or Section 5.5, payments shall be made in the

order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

(e)           Notwithstanding

anything herein to the contrary, any sale by the Trustee of any portion of the Collateral shall be executed by the Special Servicer on

behalf of the Issuer, and the Trustee shall have no responsibility or liability therefor.

Section 5.18           Action

on the Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by

the application for or obtaining of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any

rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer

or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the Collateral of the Issuer.

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ARTICLE 6

THE

TRUSTEE AND NOTE ADMINISTRATOR

Section 6.1             Certain

Duties and Responsibilities. (a) Except during the continuance of an Event of Default:

(i)            each

of the Trustee and the Note Administrator undertakes to perform such duties and only such duties as are set forth in this Indenture, and

no implied covenants or obligations shall be read into this Indenture against the Trustee or the Note Administrator; and any permissive

right of the Trustee or the Note Administrator contained herein shall not be construed as a duty; and

(ii)           in

the absence of manifest error, or bad faith on its part, each of the Note Administrator and the Trustee may conclusively rely, as to the

truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee

and the Note Administrator, as the case may be, and conforming to the requirements of this Indenture; provided, however,

that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee

or the Note Administrator, the Trustee and the Note Administrator shall be under a duty to examine the same to determine whether or not

they substantially conform to the requirements of this Indenture and shall promptly notify the party delivering the same if such certificate

or opinion does not conform. If a corrected form shall not have been delivered to the Trustee or the Note Administrator within 15 days

after such notice from the Trustee or the Note Administrator, the Trustee or the Note Administrator, as applicable, shall notify the party

providing such instrument and requesting the correction thereof.

(b)           In

case an Event of Default actually known to the Trustee or the Note Administrator has occurred and is continuing, the Trustee or the Note

Administrator shall, prior to the receipt of directions, if any, from a Majority of the Controlling Class (or other Noteholders to

the extent provided in ARTICLE 5 hereof), exercise such of the rights and powers vested in it by this Indenture, and use the

same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such

Person’s own affairs.

in performing its duties under this Indenture, the Trustee or the Note Administrator is required to decide between alternative courses

of action, the Trustee and the Note Administrator may request written instructions from the Collateral Manager as to courses of action

desired by it. If the Trustee and the Note Administrator does not receive such instructions within two (2) Business Days after it

has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Trustee and the Note Administrator

shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken,

or committed itself to take, action inconsistent with such instructions. The Trustee and the Note Administrator shall be entitled to request

and rely on the advice of legal counsel and Independent accountants in performing its duties hereunder and be deemed to have acted in

good faith and shall not be subject to any liability if it acts in accordance with such advice.

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(d)           No

provision of this Indenture shall be construed to relieve the Trustee or the Note Administrator from liability for its own negligent action,

its own negligent failure to act, or its own willful misconduct, except that neither the Trustee nor the Note Administrator shall be liable:

(i)            for

any error of judgment made in good faith by a Trust Officer, unless it shall be proven that it was negligent in ascertaining the pertinent

facts; or

(ii)           with

respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, the Collateral

Manager, and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding for any remedy

available to the Trustee or the Note Administrator in respect of any Note or exercising any trust or power conferred upon the Trustee

or the Note Administrator under this Indenture.

(e)           No

provision of this Indenture shall require the Trustee or the Note Administrator to expend or risk its own funds or otherwise incur any

financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated

hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability

is not reasonably assured to it unless such risk or liability relates to its ordinary services under this Indenture, except where this

Indenture provides otherwise.

(f)           Neither

the Trustee nor the Note Administrator shall be liable to the Noteholders for any action taken or omitted by it at the direction of the

Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Controlling Class, the Trustee (in the case of the Note Administrator),

the Note Administrator (in the case of the Trustee) and/or a Noteholder under circumstances in which such direction is required or permitted

by the terms of this Indenture.

(g)           Neither

the Trustee nor the Note Administrator shall have any obligation to confirm the compliance by the Issuer, BSPRT Operating Partnership,

Franklin BSP Realty Trust, Inc., BSPRT Holder or any other Person with the Credit Risk Retention Rules, the EU Securitization Regulation,

the UK Securitization Framework or the EU/UK Risk Retention Letter.

(h)           For

all purposes under this Indenture, neither the Trustee nor the Note Administrator shall be deemed to have notice or knowledge of any Event

of Default, unless a Trust Officer of either the Trustee or the Note Administrator, as applicable, has actual knowledge thereof or unless

written notice of any event which is in fact such an Event of Default or Default is received by the Trustee or the Note Administrator,

as applicable at the respective Corporate Trust Office, and such notice references the Notes and this Indenture. For purposes of determining

the Trustee’s and Note Administrator’s responsibility and liability hereunder, whenever reference is made in this Indenture

to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which

the Trustee or Note Administrator, as applicable, is deemed to have notice as described in this Section 6.1.

(i)           The

Trustee and the Note Administrator shall, upon reasonable prior written notice, permit the Issuer, the Collateral Manager and their designees,

during its normal business hours, to review all books of account, records, reports and other papers of the Trustee relating to the Notes

and to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts to be

reimbursed to the Trustee or the Note Administrator, as applicable, by such Person).

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(j)            Neither

the Trustee nor the Note Administrator shall have (i) any liability or responsibility for the determination or selection of any successor

benchmark (including, without limitation, whether the conditions for the designation of such rate have been satisfied) and shall be entitled

to rely upon any designation of such a rate by the Collateral Manager and (ii) liability for any failure or delay in performing its

duties under this Indenture as a result of the unavailability of Term SOFR.

(k)           None

of the Trustee, Note Administrator, Paying Agent or Calculation Agent shall be under any obligation (i) to monitor, determine or

verify the unavailability or cessation of Term SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give

notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to

select or designate any Benchmark Replacement or other successor or replacement benchmark index, or whether any conditions to the designation

of such a rate have been satisfied, or (iii) to select or designate any Benchmark Replacement Adjustment, or other modifier to any

replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable,

if any, in connection with any of the foregoing. None of the Trustee, Note Administrator, Paying Agent, nor Calculation Agent shall be

liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability

of Term SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability,

delay, error or inaccuracy on the part of any other transaction party, including without limitation the Collateral Manager, in providing

any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for

the performance of such duties. The Calculation Agent shall, in respect of any Determination Date, have no liability for the application

of Term SOFR as determined on the previous Determination Date if so required under the definition of Term SOFR. None of the Trustee, Note

Administrator, Paying Agent or Calculation Agent shall be responsible or liable for the actions or omissions of the Collateral Manager,

or any failure or delay in the performance of its duties or obligations, nor shall they be under any obligation to oversee or monitor

its performance; and each of the Trustee, Note Administrator, Paying Agent or Calculation Agent shall be entitled to rely conclusively

upon, any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Collateral

Manager, without independent verification, investigation or inquiry of any kind by the Trustee, Note Administrator, Paying Agent or Calculation

Agent.

(l)            For

the avoidance of doubt, the Note Administrator will have no responsibility for the preparation of any tax returns or related reports on

behalf of or for the benefit of the Issuer or any Noteholder, or the calculation of any original issue discount on the Notes.

Section 6.2             Notice

of Default. Promptly (and in no event later than three (3) Business Days) after the occurrence of any Default known to the Trustee

or after any declaration of acceleration has been made or delivered to the Trustee pursuant to Section 5.2, the Trustee shall

transmit by mail to the 17g-5 Information Provider and to the Note Administrator (who shall post such notice the Note Administrator’s

Website) and the Note Administrator shall deliver to the Collateral Manager 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.

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Section 6.3             Certain

Rights of Trustee and Note Administrator. Except as otherwise provided in Section 6.1:

(a)           the

Trustee and the Note Administrator may rely and shall be protected in acting or refraining from acting upon any resolution, certificate,

statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper, electronic communication or document

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

(b)           any

request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case

may be;

in the administration of this Indenture the Trustee or the Note Administrator shall deem it desirable that a matter be proved or established

prior to taking, suffering or omitting any action hereunder, the Trustee and the Note Administrator (unless other evidence be herein specifically

prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d)           as

a condition to the taking or omitting of any action by it hereunder, the Trustee and the Note Administrator may consult with counsel and

the advice of such counsel or any Opinion of Counsel (including with respect to any matters, other than factual matters, in connection

with the execution by the Trustee or the Note Administrator of a supplemental indenture pursuant to Section 8.3) shall be

full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance

thereon;

(e)           neither

the Trustee nor the Note Administrator shall be under any obligation to exercise or to honor any of the rights or powers vested in it

by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, or to make any investigation of matters

arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction

of any of the Noteholders unless such Noteholders shall have offered to the Trustee and the Note Administrator, as applicable indemnity

acceptable to it against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request

or direction;

(f)            neither

the Trustee nor the Note Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,

statement, instrument, opinion, report, notice, request, direction, consent, order, note, other paper documents or electronic communications

and shall be entitled to rely conclusively thereon;

(g)           each

of the Trustee and the Note Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly

or by or through agents or attorneys, and upon any such appointment of an agent or attorney, such agent or attorney shall be conferred

with all the same rights, indemnities, and immunities as the Trustee or Note Administrator, as applicable;

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(h)           neither

the Trustee nor the Note Administrator shall be liable for any action it takes or omits to take in good faith that it reasonably and prudently

believes to be authorized or within its rights or powers hereunder;

(i)           neither

the Trustee nor the Note Administrator shall be responsible for the accuracy of the books or records of, or for any acts or omissions

of, the Depository, any Transfer Agent (other than the Note Administrator itself acting in that capacity), Clearstream, Luxembourg, Euroclear,

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

itself acting in that capacity);

(j)            neither

the Trustee nor the Note Administrator shall be liable for the actions or omissions of the Issuer, the Collateral Manager, the Servicer,

the Special Servicer, the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee); and without

limiting the foregoing, neither the Trustee nor the Note Administrator shall be under any obligation to verify compliance by any party

hereto with the terms of this Indenture (other than itself) to verify or independently determine the accuracy of information received

by it from the Servicer or Special Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the

Commercial Real Estate Loans;

(k)           to

the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee or Note Administrator hereunder,

is dependent upon or defined by reference to generally accepted accounting principles in the United States in effect from time to time

(“GAAP”), the Trustee and Note Administrator shall be entitled to request and receive (and rely upon) instruction from

the Issuer or accountants appointed by the Issuer as to the application of GAAP in such connection, in any instance;

(l)            neither

the Trustee nor the Note Administrator shall have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry

or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer

(or the Collateral Manager on its behalf); provided, however, that the Trustee and Note Administrator shall be authorized,

upon receipt of an Issuer Order directing the same, to execute any acknowledgement or other agreement with the Independent accountants

required for the Trustee and Note Administrator to receive any of the reports or instructions provided for herein, which acknowledgement

or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the “Agreed-Upon Procedures”

between the Issuer and the Independent accountants are sufficient for its purposes, (ii) releases by each of the Trustee and Note

Administrator (on behalf of itself and the Holders) of claims and acknowledgement of other limitation of liability in favor of the Independent

accountants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of

Independent accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee or Note Administrator

be required to execute any agreement in respect of the Independent accountants that the Trustee or Note Administrator determines adversely

affects it in its individual capacity;

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(m)          the

Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it

as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the Transaction Documents

(including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Backup Advancing

Agent and Notes Registrar) (provided that nothing herein shall be construed to impose upon such Person any prudent person standard of

the Trustee);

(n)           in

determining any affiliations of Noteholders with any party hereto or otherwise, each of the Trustee and the Note Administrator shall be

entitled to request and conclusively rely on a certification provided by a Noteholder;

(o)           in

no event shall the Trustee or Note Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind

whatsoever (including but not limited to lost profits), even if the Trustee or Note Administrator has been advised of the likelihood of

such loss or damage and regardless of the form of action;

(p)           neither

the Trustee nor the Note Administrator shall be required to give any bond or surety in respect of the execution of the trusts created

hereby or the powers granted hereunder;

(q)           in

no event shall the Trustee or the Note Administrator be liable for any failure or delay in the performance of its obligations hereunder

because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism,

fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or

the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment,

or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other

causes beyond the Trustee’s or the Note Administrator’s control, as applicable, whether or not of the same class or kind as

specifically named above;

(r)           except

as otherwise expressly set forth in this Indenture, Computershare Trust Company, National Association, acting in any particular capacity

hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association, acting in a capacity

that is unrelated to the transactions contemplated by this Indenture, or (b) Computershare Trust Company, National Association, acting

in any other capacity hereunder or under the Servicing Agreement, except, in the case of either clause (a) or (b), where some or

all of the obligations performed in such capacities are performed by one or more employees within the same group or division of Computershare

Trust Company, National Association, or the groups or divisions responsible for performing the obligations in such capacities have one

or more of the same Responsible Officers; provided, however, the knowledge of employees performing special servicing functions shall not

be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions shall

not be imputed to employees performing special servicing functions;

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(s)           neither

the Trustee nor the Note Administrator shall be under any obligation to take any action in the performance of its respective duties hereunder

that would be in violation of applicable law;

(t)           the

Trustee and the Note Administrator may request, and are entitled to rely on, the written direction of the Collateral Manager with respect

to the matters described in Section 2.16 of this Indenture.

(u)           Each

of the Note Administrator and the Trustee shall be entitled to disclose and furnish any information, reports or findings in its possession

only as may be required pursuant to applicable law, subpoena or court order.

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 neither the Trustee nor the Note Administrator assumes any responsibility

for their correctness. Neither the Trustee nor the Note Administrator makes any representation as to the validity or sufficiency of this

Indenture, the Collateral or the Notes. Neither the Trustee nor the Note Administrator shall be accountable for the use or application

by the Issuer of the Notes or the proceeds thereof or any amounts paid to the Issuer pursuant to the provisions hereof.

Section 6.5             May Hold

Notes. The Trustee, the Note Administrator, the Custodian, the Paying Agent, the Notes Registrar or any other agent of the Issuer,

in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same

rights it would have if it were not Trustee, Note Administrator, Paying Agent, Notes Registrar or such other agent.

Section 6.6             Amounts

Held in Trust. Amounts held by the Note Administrator hereunder shall be held in trust to the extent required herein. The Note Administrator

shall be under no liability for interest on any amounts received by it hereunder except to the extent of income or other gain on investments

received by the Note Administrator on Eligible Investments.

Section 6.7             Compensation

and Reimbursement. (a) The Issuer agrees:

(i)            to

pay the Trustee and Note Administrator on each Payment Date the Trustee/Note Administrator Fee for all services rendered by it hereunder

(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee or note administrator of an

express trust);

(ii)           except

as otherwise expressly provided herein, to reimburse the Trustee, Custodian and Note Administrator in a timely manner upon its request

for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Custodian or Note Administrator in connection

with its performance of its obligations under, or otherwise in accordance with any provision of this Indenture (including the reasonable

compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed

by the Trustee pursuant to this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence,

willful misconduct or bad faith);

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(iii)          to

indemnify the Trustee, Custodian or Note Administrator and its Officers, directors, employees and agents for, and to hold them harmless

against, any loss, liability or expense (including reasonable attorneys’ fees, including in connection with its enforcement of its

indemnity) incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance

or administration of this trust, including the costs and expenses of defending themselves against any claim or liability in connection

with the exercise or performance of any of their powers or duties hereunder or under any Transaction Document; and

(iv)          to

pay the Trustee and Note Administrator reasonable additional compensation together with its expenses (including reasonable counsel fees)

for any collection action taken pursuant to Section 6.13 hereof.

(b)           The

Issuer may remit payment for such fees and expenses to the Trustee and Note Administrator or, in the absence thereof, the Note Administrator

may from time to time deduct payment of its and the Trustee’s fees and expenses hereunder from amounts on deposit in the Payment

Account in accordance with the Priority of Payments.

Note Administrator, in its capacity as Note Administrator, Paying Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary,

Backup Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement,

insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws

of any jurisdiction against the Issuer or any Permitted Subsidiary until at least one year and one day (or, if longer, the applicable

preference period then in effect and one day) after the payment in full of all Notes issued under this Indenture. This provision shall

survive termination of this Indenture.

(d)           The

Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Section 6.7(a)(i),

(a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the

extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral and following realization

of the Collateral, any such claims of the Trustee or Note Administrator against the Issuer, and all obligations of the Issuer, shall be

extinguished. The Trustee and Note Administrator will have a lien upon the Collateral to secure the payment of such payments to it in

accordance with the Priority of Payments; provided that the Trustee and Note Administrator shall not institute any proceeding for

enforcement of such lien except in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien

of this Indenture for the benefit of the Noteholders.

The

Trustee and Note Administrator shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only

to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee

and Note Administrator will not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee and Note Administrator

shall continue to serve under this Indenture notwithstanding the fact that the Trustee and Note Administrator shall not have received

amounts due to it hereunder; provided that the Trustee and Note Administrator shall not be required to expend any funds

or incur any expenses unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall

affect the right of the Trustee and Note Administrator to collect amounts owed to it under this Indenture.

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If on any Payment Date, an amount

payable to the Trustee and Note Administrator pursuant to this Indenture is not paid because there are insufficient funds available for

the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which sufficient

funds are available therefor in accordance with the Priority of Payments.

Section 6.8            Corporate

Trustee Required; Eligibility. There shall at all times be a Trustee and a Note Administrator hereunder which shall be (i) a

corporation, national bank, national banking association or trust company, organized and doing business under the laws of the United States

of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus

of at least $200,000,000, subject to supervision or examination by federal or State authority and, in each case, having an office in the

United States and (ii) (a) with respect to the Note Administrator, has (x) a long-term senior unsecured debt rating or

an issuer credit rating of at least “BBB” by Fitch (to the extent rated by Fitch) and (y) a rating of at least “BBB-”

by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs, which may include Fitch), (b) with respect

to the Trustee and the Backup Advancing Agent, have (x) a long-term senior unsecured debt rating or an issuer credit rating of at

least “A” by Fitch or a short-term rating of “F1” by Fitch (to the extent rated by Fitch) and (y) a long-term

senior unsecured debt rating or an issuer credit rating of “BBB-” by KBRA (or, if not rated by KBRA, an equivalent (or higher)

rating by any two other NRSROs (which may include Fitch)); provided that with respect to the Backup Advancing Agent, it may maintain

a long-term senior unsecured debt rating or an issuer credit rating of at least “BBB” by Fitch for so long as the Trustee

is eligible pursuant to this Section 6.8, or (c) with respect to each of (a) and (b) above, any

other rating as to which a No Downgrade Confirmation is provided by each Rating Agency with respect to such party serving in the applicable

role despite having lower ratings. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements

of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus

of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

If at any time the Trustee or the Note Administrator shall cease to be eligible in accordance with the provisions of this Section 6.8,

the Trustee or the Note Administrator, as applicable, shall resign immediately in the manner and with the effect hereinafter specified

in this Article 6.

Section 6.9             Resignation

and Removal; Appointment of Successor. (a) No resignation or removal of the Note Administrator or the Trustee and no appointment

of a successor Note Administrator or Trustee, as applicable, pursuant to this ARTICLE 6 shall become effective until the acceptance

of appointment by such successor Note Administrator or Trustee under Section 6.10.

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(b)           Each

of the Trustee and the Note Administrator may resign at any time by giving written notice thereof to the Issuer, the Collateral Manager,

the Servicer, the Special Servicer, the Noteholders, the Note Administrator (in the case of the Trustee), the Trustee (in the case of

the Note Administrator), and the Rating Agencies. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor

trustee or trustees, or a successor Note Administrator, as the case may be, by written instrument, in duplicate, executed by an Authorized

Officer of the Issuer, one copy of which shall be delivered to the Note Administrator or the Trustee so resigning and one copy to the

successor Note Administrator, the Collateral Manager, Trustee or Trustees, together with a copy to each Noteholder, the Servicer, the

parties hereto and the Rating Agencies; provided that such successor Note Administrator and Trustee shall be appointed only upon

the written consent of a Majority of the Notes or, at any time when an Event of Default shall have occurred and be continuing or when

a successor Note Administrator and Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling

Class. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance by a successor Trustee

or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days after the giving of such

notice of resignation, the resigning Trustee or Note Administrator, as the case may be, the Controlling Class of Notes or any Holder

of a Note, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment

of a successor Trustee or a successor Note Administrator, as the case may be and in the case of such a petition by the Trustee or the

Note Administrator, at the expense of the Issuer. No resignation or removal of the Note Administrator or the Trustee and no appointment

of a successor Note Administrator or Trustee will become effective until the acceptance of appointment by the successor Note Administrator

or Trustee, as applicable. To the extent the Trustee or Note Administrator is removed without cause, the expenses incurred in connection

with transferring such party’s responsibilities hereunder shall be reimbursed by the Issuer.

Note Administrator and Trustee may be removed at any time by Act of a Supermajority of the Notes or when a successor Trustee has been

appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class, in each case, upon written notice delivered

to the parties hereto. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance by a successor

Trustee or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days after the giving of

such notice of removal, the removed Trustee or Note Administrator, as the case may be, may, at the expense of the Issuer, petition a court

of competent jurisdiction for the appointment of a successor.

(d)           If

at any time:

(i)            the

Trustee or the Note Administrator shall cease to be eligible under Section 6.8 and shall fail to resign after written request

therefor by the Issuer or by any Holder; or

(ii)           the

Trustee or the Note Administrator shall become incapable of acting or there shall be instituted any proceeding pursuant to which it could

be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or the Note Administrator or of its respective property

shall be appointed or any public officer shall take charge or control of the Trustee or the Note Administrator or of its respective property

or affairs for the purpose of rehabilitation, conservation or liquidation;

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then, in any such case (subject to Section 6.9(a)),

(a) the Issuer, by Issuer Order, may remove the Trustee or the Note Administrator, as applicable, or (b) subject to Section 5.15,

a Majority of the Controlling Class or any Holder may, on behalf of himself and all others similarly situated, petition any court

of competent jurisdiction for the removal of the Trustee or the Note Administrator, as the case may be, and the appointment of a successor

thereto.

(e)           If

the Trustee or the Note Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office

of the Trustee or the Note Administrator for any reason, the Issuer, by Issuer Order, subject to the written consent of the Collateral

Manager, shall promptly appoint a successor Trustee or Note Administrator, as applicable, and the successor Trustee or Note Administrator

so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or the successor Note Administrator,

as the case may be. If the Issuer shall fail to appoint a successor Trustee or Note Administrator within 30 days after such resignation,

removal or incapability or the occurrence of such vacancy, a successor Trustee or Note Administrator may be appointed by Act of a Majority

of the Controlling Class delivered to the Collateral Manager, the Servicer, the Special Servicer and the parties hereto, including

the retiring Trustee or the retiring Note Administrator, as the case may be, and the successor Trustee or Note Administrator so appointed

shall, forthwith upon its acceptance of such appointment, become the successor Trustee or Note Administrator, as applicable, and supersede

any successor Trustee or Note Administrator proposed by the Issuer. If no successor Trustee or Note Administrator shall have been so appointed

by the Issuer or a Majority of the Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject

to Section 5.15, the Controlling Class or any Holder may, on behalf of itself or himself and all others similarly situated,

petition any court of competent jurisdiction for the appointment of a successor Trustee or Note Administrator.

(f)           The

Issuer shall give prompt notice of each resignation and each removal of the Trustee or Note Administrator and each appointment of a successor

Trustee or Note Administrator by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the

Collateral Manager, the Servicer, the Special Servicer, the parties hereto, and to the Holders of the Notes as their names and addresses

appear in the Notes Register. Each notice shall include the name of the successor Trustee or Note Administrator, as the case may be, and

the address of its respective Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment

by the successor Trustee or Note Administrator, the successor Trustee or Note Administrator shall cause such notice to be given at the

expense of the Issuer.

(g)           The

resignation or removal of the Note Administrator in any capacity in which it is serving hereunder, including Note Administrator, Paying

Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary, Backup Advancing Agent and Notes Registrar,

shall be deemed a resignation or removal, as applicable, in each of the other capacities in which it serves under the Transaction Documents.

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Section 6.10           Acceptance

of Appointment by Successor. Every successor Trustee, Custodian or Note Administrator appointed hereunder shall execute, acknowledge

and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee, the retiring Custodian or

the retiring Note Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments,

the resignation or removal of the retiring Trustee, the retiring Custodian or the retiring Note Administrator shall become effective and

such successor Trustee, Custodian or Note Administrator, without any further act, deed or conveyance, shall become vested with all the

rights, powers, trusts, duties and obligations of the retiring Trustee, Custodian or Note Administrator, as the case may be; but, on request

of the Issuer or a Majority of the Controlling Class, the Collateral Manager or the successor Trustee, Custodian or Note Administrator,

such retiring Trustee, Custodian or Note Administrator shall, upon payment of its fees, indemnities and other amounts then unpaid, execute

and deliver an instrument transferring to such successor Trustee, Custodian or Note Administrator all the rights, powers and trusts of

the retiring Trustee, Custodian or Note Administrator, as the case may be, and shall duly assign, transfer and deliver to such successor

Trustee, Custodian or Note Administrator all property and amounts held by such retiring Trustee, Custodian or Note Administrator hereunder,

subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor Trustee, Custodian

or Note Administrator, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such

successor Trustee, Custodian or Note Administrator all such rights, powers and trusts.

No successor Trustee or successor

Note Administrator shall accept its appointment unless (a) at the time of such acceptance such successor shall be qualified and eligible

under this Article 6, (b) such successor shall have a long-term unsecured debt rating satisfying the requirements set

forth in Section 6.8, and (c) the Rating Agency Condition is satisfied. No successor Custodian shall accept its appointment

unless at the time of such acceptance such successor shall be qualified and eligible under Section 3.3(a).

Section 6.11           Merger,

Conversion, Consolidation or Succession to Business of Trustee and Note Administrator. Any corporation or banking association into

which the Trustee or the Note Administrator may be merged or converted or with which it may be consolidated, or any corporation or banking

association resulting from any merger, conversion or consolidation to which the Trustee or the Note Administrator, shall be a party, or

any corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee or the Note

Administrator, shall be the successor of the Trustee or the Note Administrator (including in its capacities as Paying Agent, Authenticating

Agent, Transfer Agent, Backup Advancing Agent, Calculation Agent and Notes Registrar), as applicable, hereunder; provided that

with respect to the Trustee, such corporation or banking association shall be otherwise qualified and eligible under this Article 6,

without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any of the Notes have

been authenticated, but not delivered, by the Note Administrator then in office, any successor by merger, conversion or consolidation

to such authenticating Note Administrator may adopt such authentication and deliver the Notes so authenticated with the same effect as

if such successor Note Administrator had itself authenticated such Notes.

Section 6.12           Co-Trustees

and Separate Trustee. At any time or times, including for the purpose of meeting the legal requirements of any jurisdiction in which

any part of the Collateral may at the time be located, the Issuer and the Trustee shall have power to appoint, one or more Persons to

act as co-trustee jointly with the Trustee of all or any part of the Collateral, with the power to file such proofs of claim and take

such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the

Holders of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.

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The 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 does not join in such appointment within 15 days after the receipt by them of a request to do so, the Trustee shall have power

to make such appointment on its own.

Should any written instrument

from the Issuer 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. 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;

Trustee at any time, by an instrument in writing executed by it, with the concurrence of the 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. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;

(d)           no

co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder, and any co-trustee hereunder

shall be entitled to all the privileges, rights and immunities under ARTICLE 6 hereof, as if it were named the Trustee hereunder;

and

(e)           any

Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.

Section 6.13           Direction

to enter into the Servicing Agreement. The Issuer hereby directs the Trustee and the Note Administrator to enter into the Servicing

Agreement. Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections, immunities and indemnities

afforded to each herein in connection with any matter contained in the Servicing Agreement.

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Section 6.14     Representations

and Warranties of the Trustee. The Trustee represents and warrants for the benefit of the other parties to this Indenture and the

parties to the Servicing Agreement that:

(a)            the

Trustee is a national banking association with trust powers, duly and validly existing under the laws of the United States of America,

with corporate power and authority to execute, deliver and perform its obligations under this Indenture and the Servicing Agreement, and

is duly eligible and qualified to act as Trustee under this Indenture and the Servicing Agreement;

(b)            this

Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Trustee and each constitutes the valid

and binding obligation of the Trustee, enforceable against it in accordance with its terms except (i) as limited by bankruptcy, fraudulent

conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter

in effect relating to creditors’ rights generally and by general equitable principles, regardless of whether considered in a proceeding

in equity or at law, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject

to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

the execution, delivery and performance of this Indenture or the Servicing Agreement, nor the consummation of the transactions contemplated

by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization,

approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction or decree that is binding

upon the Trustee or any of its properties or Collateral or (ii) will violate the provisions of the Governing Documents of the Trustee;

and

(d)            there

are no proceedings pending or, to the best knowledge of the Trustee, threatened against the Trustee before any Federal, state or other

governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which could

have a material adverse effect on the Collateral or the performance by the Trustee of its obligations under this Indenture or the Servicing

Agreement.

Section 6.15     Representations

and Warranties of the Note Administrator. The Note Administrator represents and warrants for the benefit of the other parties to this

Indenture and the parties to the Servicing Agreement that:

(a)            the

Note Administrator is a national banking association with trust powers, duly and validly existing under the laws of the United States

of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and the Servicing

Agreement, and is duly eligible and qualified to act as Note Administrator under this Indenture and the Servicing Agreement;

(b)            this

Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Note Administrator and each constitutes

the valid and binding obligation of the Note Administrator, enforceable against it in accordance with its terms except (i) as limited

by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other

similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless

of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and other

forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor

may be brought;

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the execution, delivery and performance of this Indenture of the Servicing Agreement, nor the consummation of the transactions contemplated

by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Note Administrator to obtain any consent, authorization,

approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction or decree that is binding

upon the Note Administrator or any of its properties or Collateral or (ii) will violate the provisions of the Governing Documents

of the Note Administrator; and

(d)            there

are no proceedings pending or, to the best knowledge of the Note Administrator, threatened against the Note Administrator before any Federal,

state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic,

which could have a material adverse effect on the Collateral or the performance by the Note Administrator of its obligations under this

Indenture or the Servicing Agreement.

Section 6.16     Requests

for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer or any request for a waiver,

consent, amendment or other modification with respect to any Collateral Interest (before or after any default) or in the event any action

is required to be taken in respect to an Asset Document, the Note Administrator shall promptly forward such notice to the Issuer, the

Servicer and the Special Servicer. The Special Servicer shall take such action as required under the Servicing Agreement as described

in Section 10.9(f) of this Indenture.

Section 6.17     Withholding.

(a) If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce the

amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct from amounts

otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required to be withheld

or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate proceedings and

legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect

to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time it is deducted or withheld by

the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that

withholding tax is payable with respect to a distribution, the Note Administrator may in its sole discretion withhold such amounts in

accordance with this Section 6.17. The Issuer agrees to timely provide to the Trustee accurate and complete copies of all

documentation received from Noteholders or payee pursuant to Sections 2.7(c) and 2.11(c) of this Indenture.

Solely with respect to FATCA compliance and reporting, nothing herein shall impose an obligation on the part of the Note Administrator

to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Notes.

(b)            For

the avoidance of doubt, the Note Administrator shall reasonably cooperate with Issuer, at Issuer’s direction and expense, to permit

Issuer to fulfill its obligations under FATCA; provided that the Note Administrator shall have no independent obligation to cause

or maintain Issuer’s compliance with FATCA and shall have no liability for any withholding on payments to Issuer as a result of

Issuer’s failure to achieve or maintain FATCA compliance.

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ARTICLE 7

COVENANTS

Section 7.1       Payment

of Principal and Interest. The Issuer shall duly and punctually pay the principal of and interest on each Class of Notes in accordance

with the terms of this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any

Noteholder of interest and/or principal shall be considered as having been paid by the Issuer for all purposes of this Indenture.

The

Note Administrator shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Noteholder of

any such withholding requirement no later than ten days prior to the related Payment Date from which amounts are required (as directed

by the Issuer (or the Collateral Manager on its behalf)) to be withheld; provided that, despite the failure of the Note

Administrator to give such notice, amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Issuer,

as provided above.

Section 7.2       Maintenance

of Office or Agency. The Issuer hereby appoints the Note Administrator as a Paying Agent for the payment of principal of and interest

on the Notes and where Notes may be surrendered for registration of transfer or exchange and the Issuer hereby appoints Corporation Service

Company in New York, New York, as its agent where notices and demands to or upon the Issuer in respect of the Offered Notes or this Indenture,

or the Issuer in respect of the Notes or this Indenture, may be served.

The

Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for

any or all of such purposes; provided, however, that the Issuer will maintain in the Borough of Manhattan, The City

of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served,

and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented

and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction which subjects

payments on the Notes to withholding tax. The Issuer shall give prompt written notice to the Trustee, the Note Administrator, the Rating

Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of

any such office or agency.

If at any time the Issuer shall

fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States, or

shall fail to furnish the Trustee and the Note Administrator with the address thereof, presentations and surrenders may be made (subject

to the limitations described in the preceding paragraph) at and notices and demands may be served on the Issuer and Notes may be presented

and surrendered for payment to the appropriate Paying Agent at its main office and the Issuer hereby appoint the same as their agent to

receive such respective presentations, surrenders, notices and demands.

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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 by the Note Administrator or a Paying Agent (in

each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments

on the Notes.

When the Paying Agent is not

also the Notes Registrar, the Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after

each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders

of Notes and of the certificate numbers of individual Notes held by each such Holder together with wiring instructions, contact information,

and such other information reasonably required by the paying agent.

Whenever the Paying Agent is

not also the Note Administrator, the Issuer and such Paying Agent shall, on or before the Business Day next preceding each Payment Date

or Redemption Date, as the case may be, direct the Note Administrator to deposit on such Payment Date with such Paying Agent, if necessary,

an aggregate sum sufficient to pay the amounts then becoming due pursuant to the terms of this Indenture (to the extent funds are then

available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the

Persons entitled thereto and (unless such Paying Agent is the Note Administrator) the Issuer shall promptly notify the Note Administrator

of its action or failure so to act. Any amounts deposited with a Paying Agent (other than the Note Administrator) in excess of an amount

sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying

Agent to the Note Administrator for application in accordance with ARTICLE 11. Any such Paying Agent shall be deemed to agree

by assuming such role not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium

or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction against the Issuer

or any Permitted Subsidiary for the nonpayment to the Paying Agent of any amounts payable thereto until at least one year and one day

(or, if longer, the applicable preference period then in effect and one day) after the payment in full of all Notes issued under this

Indenture.

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The

initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by

Issuer Order of the Issuer and at the sole cost and expense (including such Paying Agent’s fee) of the Issuer, with written notice

thereof to the Note Administrator; provided, however, that so long as any Class of the Notes are rated by a

Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term

senior unsecured debt rating of “AA” or higher by Fitch and a short-term senior unsecured debt rating of at least “F2”

by Fitch or (ii) each of the Rating Agencies confirms that employing such Paying Agent shall not adversely affect the then-current

ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term unsecured debt rating of “AA”

or higher by Fitch and a short-term debt rating of at least “F2” by Fitch, the Issuer shall promptly remove such Paying Agent

and appoint a successor Paying Agent. The 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

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 shall cause the Paying Agent other

than the Note Administrator to execute and deliver to the Note Administrator an instrument in which such Paying Agent shall agree with

the Note Administrator (and if the Note Administrator acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 7.3,

that such Paying Agent will:

(i)           allocate

all sums received for payment to the Holders of Notes in accordance with the terms of this Indenture;

(ii)          hold

all sums held by it for the payment of amounts due with respect to the Notes for the benefit of the Persons entitled thereto until such

sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(iii)         if

such Paying Agent is not the Note Administrator, immediately resign as a Paying Agent and forthwith pay to the Note Administrator all

sums held by it for the payment of Notes if at any time it ceases to satisfy the standards set forth above required to be met by a Paying

Agent at the time of its appointment;

(iv)         if

such Paying Agent is not the Note Administrator, immediately give the Note Administrator notice of any Default by the Issuer (or any other

obligor upon the Notes) in the making of any payment required to be made; and

(v)          if

such Paying Agent is not the Note Administrator at any time during the continuance of any such Default, upon the written request of the

Note Administrator, forthwith pay to the Note Administrator all sums so held by such Paying Agent.

The Issuer may at any time, for the purpose of

obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct the Paying Agent to

pay, to the Note Administrator all sums held by the Issuer or held by the Paying Agent for payment of the Notes, such sums to be held

by the Note Administrator in trust for the same Noteholders as those upon which such sums were held by the Issuer or the Paying Agent;

and, upon such payment by the Paying Agent to the Note Administrator, the Paying Agent shall be released from all further liability with

respect to such amounts.

Except as otherwise required

by applicable law, any amounts deposited with the Note Administrator in trust or deposited with the Paying Agent for the payment of the

principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable

shall be paid to the Issuer on request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the

Issuer for payment of such amounts and all liability of the Note Administrator or the Paying Agent with respect to such amounts (but only

to the extent of the amounts so paid to the Issuer) shall thereupon cease. The Note Administrator or the Paying Agent, before being required

to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer, any reasonable

means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes

have been called but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed

is determinable from the records of the Paying Agent, at the last address of record of each such Holder.

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Section 7.4       Existence

of the Issuer. (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 a limited liability company organized under the laws of Delaware; provided

that the Issuer shall be entitled to change its jurisdiction of formation from Delaware 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, (ii) it

delivers written notice of such change to the Note Administrator for delivery to the Holders of the Notes and the Rating Agencies and

(iii) on or prior to the fifteenth (15th) Business Day following delivery of such notice by the Note Administrator to the Noteholders,

the Note Administrator shall not have received written notice from a Majority of the Controlling Class objecting to such change.

So long as any rated Notes are Outstanding, the Issuer will maintain at all times at least one director who is Independent of the Collateral

Manager and its Affiliates.

(b)           So

long as any Note is Outstanding, the Issuer shall ensure that all limited liability company formalities or other formalities regarding

its existence are followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is

Outstanding, the Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence

being ignored or its Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization

or other insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and operating

procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep

and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the

performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is Outstanding, the Issuer

shall not (A) have any subsidiaries (other than a Permitted Subsidiary), (B) guarantee any obligation of any Person, including

any Affiliate, or become obligated for the debts of any other Person, (C) join in any transaction with any member that is not permitted

under the terms of the Servicing Agreement or this Indenture, (D) pay dividends other than in accordance with the terms of this Indenture,

(E) commingle its funds or Collateral with those of any other Person, or (F) enter into any contract or agreement with any of

its Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length

transactions with an unrelated party.

Section 7.5       Protection

of Collateral. (a) The Note Administrator, at the expense of the Issuer and pursuant to any Opinion of Counsel received pursuant

to Section 7.5(e) shall execute and deliver all such Financing Statements, continuation statements, instruments of further

assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and

remedies of the Holders and to:

(i)            Grant

more effectively all or any portion of the Collateral;

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(ii)           maintain

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

(iii)          perfect,

publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all

actions necessary or desirable as a result of changes in law or regulations);

(iv)         instruct

the Special Servicer with respect to enforcement on any of the Collateral Interests or enforce on any other instruments or property included

in the Collateral;

(v)          instruct

the Special Servicer to preserve and defend title to the Collateral Interests and preserve and defend title to the other Collateral and

the rights of the Trustee, the Holders of the Notes in the Collateral against the claims of all persons and parties; and

(vi)         pursuant

to Section 11.1(a)(i)(1) and Section 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or

assessed upon all or any part of the Collateral.

The

Issuer hereby designates the Note Administrator as its agent and attorney-in-fact to execute any Financing Statement, continuation statement

or other instrument required pursuant to this Section 7.5. The Note Administrator agrees that it will from time to time execute

and cause such Financing Statements and continuation statements to be filed (it being understood that the Note Administrator shall be

entitled to rely upon an Opinion of Counsel described in Section 7.5(e), at the expense of the Issuer, as to the need

to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions

in which such filings are required to be made).

(b)            Neither

the Trustee nor the Note Administrator shall (except in accordance with Section 10.11(a), Section 10.11(b) or

(d) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or permit

the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located

on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion of Counsel to the

effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after

giving effect to such action or actions.

Issuer shall (i) pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral

that secure the Notes and timely file all tax returns and information statements as required, (ii) take all actions necessary or

advisable to prevent the Issuer from becoming subject to any withholding or other taxes or assessments and to allow the Issuer to comply

with FATCA, including, appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer

pursuant to FATCA and (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause to

be delivered an IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each borrower,

counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item is purchased or

entered into and thereafter prior to the expiration or obsolescence of such form.

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(d)            The

Issuer (or an agent on its behalf) shall take such reasonable actions, including hiring agents or advisors, consistent with law and its

obligations under this Indenture, as are necessary for compliance with FATCA, including appointing any agent or representative to perform

due diligence, withholding or reporting obligations of the Issuer to enable compliance with FATCA, and any other action that the Issuer

would be permitted to take under this Indenture necessary for compliance with FATCA. The Issuer shall provide any certification or documentation

(including an IRS Form W-9 or the applicable IRS Form W-8, if appropriate, or any successor form) to any payor (as defined in

FATCA) from time to time as provided by law to minimize U.S. withholding tax or backup withholding tax or to ensure compliance with FATCA.

(e)            For

so long as the Notes are Outstanding, within the six-month period preceding the fifth anniversary of the Closing Date and every 60 months

thereafter, the Issuer (or the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for the benefit

of the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel

stating what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created

by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to

Section 3.1(c), 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(c)).

Section 7.6       Notice

of Any Amendments. The Issuer shall give notice to the 17g-5 Information Provider of, and satisfy the Rating Agency Condition with

respect to, any amendments to its Governing Documents.

Section 7.7       Performance

of Obligations. (a) The Issuer shall not take any action, and will use commercially reasonable efforts not to permit any action

to be taken by others, that would release any Person from any of such Person’s covenants or obligations under any Instrument included

in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Collateral Interest in accordance with

the provisions hereof and as otherwise required hereby.

(b)            The

Issuer may, with the prior written consent of the Majority of the Notes, contract with other Persons, including the Servicer, the Special

Servicer, the Note Administrator, the Collateral Manager or the Trustee, for the performance of actions and obligations to be performed

by the Issuer hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral of the

nature set forth in this Indenture. Notwithstanding any such arrangement, the Issuer 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; and the Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer,

the Special Servicer, the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in this

Indenture or such other agreement.

the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect

so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Collateral Interest except

upon the sale or other liquidation of such Collateral Interest in accordance with the terms and conditions of this Indenture.

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(d)            If

the Issuer receives a notice from the Rating Agencies stating that they are not in compliance with Rule 17g-5, the Issuer shall take

such action as mutually agreed between the Issuer and the Rating Agencies in order to comply with Rule 17g-5.

Section 7.8       Negative

Covenants. (a) The Issuer shall not:

(i)             sell,

assign, participate, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such

to occur or suffer such to exist), any part of the Collateral, except as otherwise expressly permitted by this Indenture or the Servicing

Agreement;

(ii)            claim

any credit on, make any deduction from, or dispute the enforceability of, the payment of the principal or interest payable in respect

of the Notes (other than amounts required to be paid, deducted or withheld in accordance with any applicable law or regulation of any

governmental authority) or assert any claim against any present or future Noteholder by reason of the payment of any taxes levied or assessed

upon any part of the Collateral;

(iii)           (A) incur

or assume or guarantee any indebtedness, other than the Notes and this Indenture and the transactions contemplated hereby; (B) issue

any additional class of securities, other than the Notes and the Membership Interests; or (C) issue any additional beneficial ownership

interests in the Issuer;

(iv)           (A) permit

the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended,

hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect

to this Indenture or the Notes, except as may be expressly permitted hereby; (B) permit any lien, charge, adverse claim, security

interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon

or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, except as may be expressly permitted hereby;

or (C) take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in

the Collateral, except as may be expressly permitted hereby;

(v)            amend

the Servicing Agreement, except pursuant to the terms thereof;

(vi)           to

the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;

(vii)          make

or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this Indenture;

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(viii)         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;

(ix)            maintain

any bank accounts other than the Accounts 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 Notes will be kept;

(x)            conduct

business under an assumed name, or change its name without first delivering at least 30 days’ prior written notice to the Trustee,

the Note Administrator, the Noteholders and the Rating Agencies and an Opinion of Counsel to the effect that such name change will not

adversely affect the security interest hereunder of the Trustee or the Secured Parties;

(xi)           take

any action that would result in it failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of FBRT Sub REIT for

U.S. federal income tax purposes (including, but not limited to, an election to treat the Issuer as a “taxable REIT subsidiary,”

as defined in Section 856(l) of the Code), unless based on an Opinion of Counsel of Cadwalader, Wickersham & Taft LLP

or another nationally recognized tax counsel experienced in such matters, (A) the Issuer will be treated as a Qualified REIT Subsidiary

or other disregarded entity of a REIT, or (B) the Issuer will not be treated as an association taxable as a corporation, a “taxable

mortgage pool” or a “publicly traded partnership” for U.S. federal income tax purposes;

(xii)          except

for any agreements involving the purchase and sale of Collateral Interests having customary purchase or sale terms and documented with

customary loan trading documentation, enter into any agreements unless such agreements contain “non-petition” and “limited

recourse” provisions; or

(xiii)          amend

their respective organizational documents without satisfaction of the Rating Agency Condition in connection therewith.

(b)            Neither

the Issuer nor the Trustee shall sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage in any business

with respect to any part of the Collateral, except as expressly permitted or required by this Indenture or the Servicing Agreement.

so long as any of the Notes are Outstanding, the Issuer shall not issue any limited liability company membership interests of the Issuer

to any Person other than FBRT Sub REIT or a wholly-owned subsidiary of FBRT Sub REIT.

(d)            The

Issuer shall not enter into any material new agreements (other than the Collateral Interest Purchase Agreement or other agreement contemplated

by this Indenture) (including, without limitation, in connection with the sale of Collateral by the Issuer) without the prior written

consent of the Holders of at least a Majority of the Notes and shall provide notice of all new agreements (other than the Collateral Interest

Purchase Agreement or other agreement specifically contemplated by this Indenture) to the Holders of the Notes. The foregoing notwithstanding,

the Issuer may agree to any material new agreements; provided that (i) the Issuer (or the Collateral Manager on its behalf)

determines that such new agreements would not, upon becoming effective, adversely affect the rights or interests of any Class or

Classes of Noteholders and (ii) subject to satisfaction of the Rating Agency Condition.

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Section 7.9       Statement

as to Compliance. On or before January 31, in each calendar year, commencing in 2027 or immediately if there has been a Default

in the fulfillment of an obligation under this Indenture, the Issuer shall deliver to the Trustee, the Note Administrator and the 17g-5

Information Provider an Officer’s Certificate given on behalf of the Issuer and without personal liability stating, as to each signer

thereof, that, since the date of the last certificate or, in the case of the first certificate, the Closing Date, to the best of the knowledge,

information and belief of such Officer, the Issuer has fulfilled all of its obligations under this Indenture or, if there has been a Default

in the fulfillment of any such obligation, specifying each such Default known to them and the nature and status thereof.

Section 7.10     Issuer

May Consolidate or Merge Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person

or transfer or convey all or substantially all of its Collateral to any Person, unless permitted by the Governing Documents and unless:

(i)             the

Issuer shall be the surviving entity, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is

merged or to which all or substantially all of the Collateral of the Issuer are transferred shall be an entity organized and existing

under the laws of Delaware or such other jurisdiction approved by a Majority of each and every Class of the Notes (each voting as

a separate 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 hereof; and provided, further, that

the surviving entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator,

and each Noteholder, the due and punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and

under the Servicing Agreement and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the

part of the Issuer to be performed or observed, all as provided herein;

(ii)            the

Rating Agency Condition shall be satisfied;

(iii)           if

the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which all or

substantially all of the Collateral of the Issuer are transferred shall have agreed with the Trustee and the Note Administrator (A) to

observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any

of its Affiliates as are applicable to the Issuer with respect to its Affiliates and (B) not to consolidate or merge with or into

any other Person or transfer or convey all or substantially all of the Collateral or all or substantially all of its Collateral to any

other Person except in accordance with the provisions of this Section 7.10, unless in connection with a sale of the Collateral

pursuant to Article 5, Article 9 or Article 12;

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(iv)           if

the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which all or

substantially all of the Collateral of the Issuer are transferred shall have delivered to the Trustee, the Note Administrator, the Servicer,

the Special Servicer, the Collateral Manager and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating

that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that

such Person has sufficient power and authority to assume the obligations set forth in Section 7.10(a)(i) above and to

execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized

the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such

supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only

to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and

to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); that, immediately

following the event which causes such Person to become the successor to the Issuer, (A) such Person has good and marketable title,

free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral

securing, in the case of a consolidation or merger of the Issuer, all of the Secured 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 Secured Notes, or, in the case

of any transfer or conveyance of the Collateral securing any of the Notes, such Notes and (C) such other matters as the Trustee,

the Note Administrator, the Servicer, the Special Servicer, the Collateral Manager or any Noteholder may reasonably require;

(v)            immediately

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

(vi)           the

Issuer shall have delivered to the Trustee, the Note Administrator 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 another nationally recognized tax counsel experienced

in such matters that the Issuer or the Person referred to in clause (a) will be treated as a Qualified REIT Subsidiary or

other disregarded entity of a REIT for U.S. federal income tax purposes; and

(viii)         after

giving effect to such transaction, (A) the Issuer shall not be required to register as an investment company under the 1940 Act and

(B) none of the Issuer or the pool of Collateral will constitute a “covered fund” for purposes of the regulations adopted

to implement Section 619 of Dodd-Frank (79 F.R. 77601).

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Section 7.11     Successor

Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the Collateral of the Issuer,

in accordance with Section 7.10 hereof, the Person formed by or surviving such consolidation or merger (if other than the

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 under this Indenture with the same effect as if such Person had been named as the

Issuer herein. In the event of any such consolidation, merger, transfer or conveyance, the Person named as the “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, 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.

Section 7.13     Reporting.

At any time when the 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 shall promptly

furnish or cause to be furnished “Rule 144A Information” (as defined below) to such Holder or beneficial owner, to a

prospective purchaser of such Note designated by such Holder or beneficial owner or to the Note Administrator for delivery to such Holder

or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance

by such Holder or beneficial owner with Rule 144A under the Securities Act in connection with the resale of such Note by such Holder

or beneficial owner. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under

the Securities Act (or any successor provision thereto). The Note Administrator shall reasonably cooperate with the Issuer in mailing

or otherwise distributing (at the Issuer’s expense) to such Noteholders or prospective purchasers, at and pursuant to the Issuer’s

written direction the foregoing materials prepared by or on behalf of the Issuer; provided, however, that the Note Administrator

shall be entitled to prepare and affix thereto or enclose therewith reasonable disclaimers to the effect that such Rule 144A Information

was not assembled by the Note Administrator, that the Note Administrator has not reviewed or verified the accuracy thereof, and that it

makes no representation as to such accuracy or as to the sufficiency of such information under the requirements of Rule 144A or for

any other purpose.

Section 7.14     Calculation

Agent. (a) The Issuer hereby agrees that for so long as any Notes remain Outstanding there shall at all times be an agent appointed

to calculate the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto

(the “Calculation Agent”). The Issuer initially has appointed the Note Administrator as Calculation Agent for purposes

of determining the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time, with or

without cause, upon no less than thirty (30) days’ written notice to the Calculation Agent. The Calculation Agent may resign at

any time by giving written notice thereof to the Issuer, the Collateral Manager, the Noteholders and the Rating Agencies. If the Calculation

Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine the then-current

Benchmark or the Interest Distribution Amount for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint

as a replacement Calculation Agent a leading bank, which does not control or is not controlled by or under common control with the Issuer

or its Affiliates. If the Calculation Agent is removed without cause, the expenses incurred in connection with transferring the Calculation

Agent’s responsibilities hereunder shall be reimbursed by the Issuer. The Calculation Agent may not resign its duties without a

successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice

of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf of himself and all others

similarly situated, may, at the Issuer’s expense, petition a court of competent jurisdiction for the appointment of a successor

Calculation Agent.

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(b)           The

Calculation Agent shall calculate, on the Benchmark Determination Date, the Benchmark for the next Interest Accrual Period and will communicate

such rates via the Monthly Report. The Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on each Benchmark

Determination Date if it has not determined and is not in the process of determining the Benchmark and the Interest Distribution Amounts

for each Class of Notes, together with the reasons therefor. The determination of the Note Interest Rates and the related Interest

Distribution Amounts, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Section 7.15     REIT

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

or other disregarded entity of FBRT Sub REIT for U.S. federal income tax purposes, unless based on an Opinion of Counsel, the Issuer will

be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT; provided that no such opinion shall be required

with respect to a transfer to an affiliate that is directly or indirectly wholly owned by FBRT Sub REIT or a subsequent REIT and is disregarded

for U.S. federal income tax purposes from FBRT Sub REIT or such subsequent REIT).

(b)            Without

limiting the generality of this Section 7.15, if the Issuer is no longer a Qualified REIT Subsidiary or other disregarded

entity of a REIT, prior to the time that:

(i)            any

Collateral Interest would cause the Issuer to become subject to U.S. federal income tax on a net income basis;

(ii)            the

Issuer would acquire or receive any asset in connection with a workout or restructuring of a Collateral Interest that could cause the

Issuer to become subject to U.S. federal income tax on a net income basis;

(iii)           the

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

(iv)           any

Collateral Interest is modified in such a manner that could cause the Issuer to become subject to U.S. federal income tax on a net income

basis,

the Issuer will (x) organize one or more

Permitted Subsidiaries and contribute the subject property to such Permitted Subsidiary, (y) contribute the subject property to an

existing Permitted Subsidiary, or (z) sell the subject property in accordance with Section 12.1.

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Section 7.16     Permitted

Subsidiaries. Notwithstanding any other provision of this Indenture, the Collateral Manager on behalf of the Issuer shall, following

delivery of an Issuer Order to the parties hereto, be permitted to sell or transfer to a Permitted Subsidiary at any time any defaulted

loan, REO Property or Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary (or for

an increase in the value of equity interests already owned). Such Issuer Order shall certify that the sale of any such defaulted loan,

REO Property or Sensitive Asset is being made in accordance with satisfaction of all requirements of this Indenture. The Custodian shall,

upon receipt of a Request for Release with respect to any defaulted loan, REO Property or Sensitive Asset, release such defaulted loan,

REO Property or Sensitive Asset and shall deliver such defaulted loan, REO Property or Sensitive Asset as specified in such Request for

Release. 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; provided, however, that FBRT Sub REIT may organize such Permitted Subsidiary, or elect that such

Permitted Subsidiary be treated, as a corporation for U.S. federal income tax purposes if FBRT Sub REIT determines that it is in the best

interest of FBRT Sub REIT or its shareholders.

(b)            Any

distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal Proceeds to the

same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received directly by the Issuer

and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned by such Permitted Subsidiary to

be deposited into the Payment Account.

the extent applicable, the Issuer shall form one or more Securities Accounts with the Securities Intermediary for the benefit of each

Permitted Subsidiary and shall, to the extent applicable, cause Sensitive Asset to be credited to such Securities Accounts.

(d)            Notwithstanding

the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, the ownership interests of the Issuer in a Permitted

Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as a continuation of its ownership of

the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated as having the same characteristics as such

Sensitive Asset).

(e)            If

the Trustee, or any other authorized party takes any action under this Indenture to sell, liquidate or dispose of all or substantially

all of the Collateral, the Issuer (or the Collateral Manager on its behalf) shall cause each Permitted Subsidiary to sell each Sensitive

Asset and all other Collateral held by such Permitted Subsidiary and distribute the proceeds of such sale, net of any amounts necessary

to satisfy any related expenses and tax liabilities, to the Issuer in exchange for the equity interest in such Permitted Subsidiary held

by the Issuer.

Section 7.17     Repurchase

Requests. If the Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer receives

any request or demand that a Collateral Interest be repurchased or replaced arising from any Material Breach or Material Document Defect

(any such request or demand, a “Repurchase Request”) or a withdrawal of a Repurchase Request from any Person other

than the Servicer or Special Servicer, then the Collateral Manager (on behalf of the Issuer), the Trustee or the Note Administrator, as

applicable, shall promptly forward such notice of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, to

the Servicer (if related to a Performing Commercial Real Estate Loan) or Special Servicer, and include the following statement in the

related correspondence: “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under Section 3.19

of the Servicing Agreement relating to BSPRT 2026-FL13 Issuer, LLC, requiring action from you as the “Repurchase Request Recipient”

thereunder.” Any Repurchase Request or withdrawal of a Repurchase Request delivered to the Note Administrator shall be submitted

in writing or by email to #NACCTMMGRepurchases@computershare.com (or such other email address as the Note Administrator shall designate

from time to time) with a subject line of “Repurchase Request [Withdrawal] – BSPRT 2026-FL13”. Upon receipt of such

Repurchase Request or withdrawal of a Repurchase Request by the Collateral Manager, the Servicer or Special Servicer pursuant to the prior

sentence, the Servicer or the Special Servicer, as applicable, shall be deemed to be the Repurchase Request Recipient in respect of such

Repurchase Request or withdrawal of a Repurchase Request, as the case may be, and shall be responsible for complying with the procedures

set forth in Section 3.19 of the Servicing Agreement with respect to such Repurchase Request.

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Section 7.18     Purchase

of the Delayed Acquisition Collateral Interests. On the Closing Date or at any time on or prior to the 90th day following the Closing

Date (the “Purchase Termination Date”), the Issuer (or the Collateral Manager on behalf of the Issuer) may purchase

any of the Delayed Acquisition Collateral Interests. A Delayed Acquisition Collateral Interest may be acquired without regard to the Eligibility

Criteria on either the Closing Date or, subject to the satisfaction of the Acquisition Criteria, at any time on or prior to the Purchase

Termination Date, but in each case only so long as either (i) the terms of the Asset Documents evidencing such Delayed Acquisition

Collateral Interest substantially conform to the terms described in the Offering Memorandum, or (ii) the Rating Agency Condition

is satisfied with respect to each Rating Agency (the “Delayed Acquisition Conditions”). If a Delayed Acquisition Collateral

Interest is not acquired on or prior to the Purchase Termination Date or if the Delayed Acquisition Conditions are not satisfied with

respect to such Delayed Acquisition Collateral Interest, then such Delayed Acquisition Collateral Interest may be acquired during the

Reinvestment Period as a Reinvestment Collateral Interest or at any time as an Exchange Collateral Interest, in each case in accordance

with the terms and conditions applicable to acquisitions of other Reinvestment Collateral Interests or Exchange Collateral Interests,

including satisfaction of the Eligibility Criteria and the Acquisition Criteria. If a Delayed Acquisition Collateral Interest is not acquired

on the Closing Date, the expected purchase price thereof will be credited to the Unused Proceeds Account to be used by the Issuer (or

the Collateral Manager on behalf of the Issuer) to acquire such Delayed Acquisition Collateral Interest or, if the Collateral Manager

determines that a Delayed Acquisition Collateral Interest may not close prior to the Purchase Termination Date or otherwise decides not

to acquire such Delayed Acquisition Collateral Interest, then, on the date of such determination (which may be prior to the Purchase Termination

Date), all amounts on deposit in the Unused Proceeds Account with respect to such Delayed Acquisition Collateral Interest will be deposited

into the Reinvestment Account.

The Issuer (or the Collateral

Manager on behalf of the Issuer) shall promptly notify the Servicer with respect to any acquisition of a Delayed Acquisition Collateral

Interest.

Section 7.19     [Reserved]

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Section 7.20     Servicing

of Commercial Real Estate Loans and Control of Servicing Decisions. The Commercial Real Estate Loans (other than the Commercial Real

Estate Loans related to the Non-Serviced Loans) will be serviced by the Servicer or, with respect to Specially Serviced Loans, the Special

Servicer, in each case pursuant to the Servicing Agreement, subject to the consultation, consent and direction rights of the Collateral

Manager, as set forth in the Servicing Agreement, subject to those conditions, restrictions or termination events expressly provided therein.

Nothing in this Indenture shall be interpreted to limit in any respect the rights of the Collateral Manager under the Servicing Agreement

and none of the Issuer, Note Administrator and Trustee shall take any action under this Indenture inconsistent with the Collateral Manager’s

rights set forth under the Servicing Agreement.

Section 7.21     ABS

Due Diligence Services. If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection

with any third-party due diligence services such party may have provided with respect to the Collateral Interests (any such party, a “Due

Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5

Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS

Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt

thereof.

ARTICLE 8

SUPPLEMENTAL

INDENTURES

Section 8.1       Supplemental

Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes, and without satisfaction of the

Rating Agency Condition, the Issuer, when authorized by Board Resolutions of the Issuer, the Trustee, the Advancing Agent and the Note

Administrator, at any time and from time to time subject to the requirement provided below in this Section 8.1, may enter

into one or more indentures supplemental hereto, in form satisfactory to the parties thereto, for any of the following purposes:

(i)             evidence

the succession of any Person to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Notes;

(ii)            add

to the covenants of the Issuer, the Note Administrator, the Advancing Agent or the Trustee for the benefit of the Holders of the Notes

or to surrender any right or power herein conferred upon the Issuer;

(iii)           convey,

transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the conditions, limitations or restrictions on the

authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;

(iv)           evidence

and provide for the acceptance of appointment hereunder of a successor Trustee or a successor Note Administrator and to add to or change

any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one

Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;

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(v)            correct

or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm

unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and

all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of

this Indenture;

(vi)           modify

the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or

the interpretation thereof) or to enable the Issuer to rely upon any exemption or exclusion from registration under the Securities Act,

the Exchange Act or the 1940 Act (including, without limitation, (A) to prevent any Class of Notes from being considered an

“ownership interest” under the Section 619 of Dodd-Frank (such statutory provision together with such implementing regulations,

the “Volcker Rule”) or (B) to prevent the Issuer from being considered a “covered fund” under the

Volcker Rule) or to remove restrictions on resale and transfer to the extent not required thereunder;

(vii)          accommodate

the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise;

(viii)         take

any action commercially reasonably necessary or advisable as required: for the Issuer to comply with the requirements of FATCA, 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 to prevent the Issuer, the Holders of the Notes or the Trustee from being subject to withholding or other taxes, fees or assessments

or from otherwise being subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis;

(ix)           amend

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

(x)            accommodate

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

(xi)           authorize

the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable

in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate

any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent

or additional registrar for any Class of Notes in connection therewith;

(xii)          evidence

changes to applicable laws and regulations, including, without limitation, with the consent of the Securitization Sponsor and, in the

case of the EU Securitization Regulation and the UK Securitization Framework, the EU/UK Retention Holder and BSPRT Holder;

(xiii)         to

make any amendments necessary to effect a change in the Issuer’s jurisdiction of incorporation (whether by merger, reincorporation,

transfer of assets or otherwise);

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(xiv)         to

modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules, the EU Securitization

Regulation or the UK Securitization Framework, as applicable, or any other regulations applicable to the risk retention requirements for

this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event

of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the effect the action is consistent

with and will not cause a violation of the Credit Risk Retention Rules;

(xv)          reduce

the minimum denominations required for transfer of the Notes;

(xvi)         modify

the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager

determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such

industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes,

as evidenced by an Opinion of Counsel;

(xvii)        modify

the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided that the change

would not materially increase the obligations of the Collateral Manager, the Note Administrator, Trustee, any paying agent, the Servicer

or the Special Servicer (in each case, without such party’s consent) and would not adversely affect in any material respect the

interests of any Noteholder; provided, further, that the Collateral Manager must provide a copy of any such amendment to

the 17g-5 Information Provider for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies;

and

(xviii)       make

any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the party requesting

the supplemental indenture represents that it believes the required action will not adversely affect in any material respect the interests

of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of

the Collateral Manager.

The Note Administrator, Custodian

and Trustee are each hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate

agreements and stipulations which may be therein contained, but the Note Administrator, Custodian and Trustee shall not be obligated to

enter into any such supplemental indenture which affects the Note Administrator’s, the Custodian’s or Trustee’s own

rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. The Note Administrator

shall provide a copy of any supplemental indenture to the Servicer and the Special Servicer.

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(b)            Notwithstanding

Section 8.1(a) or any other provision of this Indenture, without prior notice to, and without the consent of the Holders

of any Notes and without satisfaction of the Rating Agency Condition:

(i)            The

Issuer, when authorized by Board Resolutions of the Issuer, the Trustee, the Advancing Agent and the Note Administrator, may enter into

one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Note Administrator, for any of the following purposes:

(1)            to

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

(2)            to

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

Indenture;

(3)            to

conform this Indenture to any Rating Agency Test Modification; and

(4)            to

provide for the Notes of each Class to bear interest based on the applicable Benchmark Replacement from and after the related Benchmark

Replacement Date and/or at the direction of the Collateral Manager, to make Benchmark Replacement Conforming Changes.

Section 8.2       Supplemental

Indentures with Consent of Noteholders. Except as set forth below, the Note Administrator, the Trustee, the Advancing Agent and the

Issuer 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 only (x) with the written consent of the Holders of at least a Majority in Aggregate Outstanding

Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned by the Collateral Manager

or any of its Affiliates), by Act of said Noteholders delivered to the Trustee, the Note Administrator, the Advancing Agent and the Issuer,

and (y) subject to satisfaction of the Rating Agency Condition, notice of which may be in electronic form. The Note Administrator

shall provide (x) fifteen (15) Business Days’ notice of such change to the Holders of each Class of Notes, requesting

notification by such Noteholders if any such Noteholders would be materially and adversely affected by the proposed supplemental indenture

and (y) following such initial fifteen (15) Business Day period, the Note Administrator shall provide an additional fifteen (15)

Business Days’ notice to any holder of Notes that did not respond to the initial notice. A copy of such notification and the proposed

supplemental indenture will be posted on the Note Administrator’s Website, and the Note Administrator will be required to include

in the next Monthly Report a statement indicating such notice was posted to the Note Administrator’s Website. Unless the Note Administrator

is notified (after giving such initial fifteen (15) Business Days’ notice and a second fifteen (15) Business Days’ notice,

as applicable) by a Holder of the Notes of any Class that such Class of Notes 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 will be deemed not to be materially and adversely affected by such proposed supplemental indenture and the Trustee will be

permitted to enter into such supplemental indenture. Such determinations shall be conclusive and binding on all present and future Noteholders.

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Without the affirmative consent

of all of the holders of each outstanding Class of Notes, 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 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 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 whose Holders’ consent is required for

the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain

Defaults hereunder or their consequences provided for in this Indenture;

or adversely affect the Collateral except as otherwise permitted in this Indenture;

(d)            permit

the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or

terminate such lien on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien

of this Indenture;

(e)            reduce

the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose Holders’ consent is required to

request the Trustee to preserve the Collateral or rescind any election to preserve the Collateral pursuant to Section 5.5

or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5 hereof;

(f)             modify

any of the provisions of this Section 8.2, except to increase any percentage of Outstanding Notes whose holders’ consent

is required for any such action or to provide that other provisions of this Indenture cannot be modified or waived without the consent

of the Holder of each Outstanding Note affected thereby;

(g)            modify

the definitions of the terms “Eligibility Criteria,” “Outstanding,” “Priority of Payments,” “Reinvestment

Period” or the provisions of Section 11.1(a) or 13.1 hereof;

(h)            modify

any of the provisions of this Indenture in such a manner as to affect the requirement that the Issuer be treated as a Qualified REIT Subsidiary

or other disregarded entity of a REIT for U.S. federal income tax purposes;

(i)             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 to affect the rights of the Holders of Notes to the benefit of any provisions for the redemption of

such Notes contained herein;

(j)             reduce

the permitted minimum denominations of the Notes below the minimum denomination necessary to maintain an exemption from the registration

requirements of the Securities Act or the 1940 Act; or

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(k)            modify

any provisions regarding non- recourse or non-petition covenants with respect to the Issuer.

Notwithstanding the foregoing,

with the consent of the holders of 100% of any particular Class of Notes materially and adversely affected thereby, the Issuer, the

Advancing Agent, Note Administrator and the Trustee may enter into a supplemental indenture to reduce the interest rate spread on any

Class of Notes that was retained in full by the Seller (or an affiliate thereof) on the Closing Date and is then held by the Seller

(or an affiliate thereof); provided that for purposes of calculating the Interest Coverage Test the Trustee shall continue to use the

original interest rate spread on such Class.

The Trustee and Note Administrator

shall be entitled to rely upon an Officer’s Certificate of the Issuer (or the Collateral Manager on its behalf) in determining whether

or not the Holders of Notes would be materially or adversely affected by such change (after giving notice of such change to the Holders

of Notes). Such determination shall be conclusive and binding on all present and future Holders of Notes. Neither the Trustee nor the

Note Administrator shall be liable for any such determination made in good faith.

Section 8.3     Execution

of Supplemental Indentures. In executing or accepting (i) the additional trusts created by any supplemental indenture permitted

by this ARTICLE 8 or the modifications thereby of the trusts created by this Indenture or (ii) any amendment to the Servicing

Agreement, the Note Administrator, Trustee, the Collateral Manager, the Servicer and the Special Servicer shall be entitled to receive,

and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture or amendment

is authorized or permitted by this Indenture and, if applicable, the Servicing Agreement, and that all conditions precedent thereto have

been satisfied (which Opinion of Counsel may rely upon an Officer’s Certificate as to whether or not the Noteholder would be materially

and adversely affected by such supplemental indenture or amendment). The Note Administrator and Trustee may, but shall not be obligated

to, enter into any such supplemental indenture or amendment which affects its own rights, duties or immunities under this Indenture or

otherwise.

The

Servicer and Special Servicer will be bound to follow any amendment or supplement to this Indenture of which it has received written notice

at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however,

that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Servicer or Special Servicer adversely

affect the Servicer or Special Servicer, the Servicer or Special Servicer, as applicable, shall not be bound (and the Issuer agrees that

it will not permit any such amendment to become effective) unless the Servicer or Special Servicer, as applicable, gives prior written

consent to the Note Administrator, the Trustee and the Issuer to such amendment (and in connection with such prior written consent, the

Servicer and/or Special Servicer shall be fully protected in relying upon the Opinion of Counsel referenced in the first paragraph of

this Section 8.3). The Issuer, the Trustee and the Note Administrator shall give written notice to the Servicer and the Special

Servicer of any amendment made to this Indenture pursuant to its terms. In addition, the Servicer and/or Special Servicer’s written

consent shall be required prior to any amendment to this Indenture by which it is adversely affected.

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The

Collateral Manager will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least

ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however,

that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Collateral Manager adversely affect

the Collateral Manager, the Collateral Manager, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such

amendment to become effective) unless the Collateral Manager, as applicable, gives written consent to the Note Administrator, the Trustee

and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator shall give written notice to the Collateral Manager

of any amendment made to this Indenture pursuant to its terms. In addition, the Collateral Manager’s written consent shall be required

prior to any amendment to this Indenture by which it is adversely affected.

At the cost of the Issuer, the

Note Administrator shall provide to each Noteholder and, for so long as any Class of Notes shall remain Outstanding and is rated,

the Note Administrator shall provide to the 17g-5 Information Provider and the Rating Agencies a copy of any proposed supplemental indenture

at least fifteen (15) Business Days prior to the execution thereof by the Note Administrator, and following execution shall provide to

the 17g-5 Information Provider, the EU/UK Reporting Administrator and the Rating Agencies a copy of the executed supplemental indenture.

Neither the Trustee nor the

Note Administrator shall enter into any such supplemental indenture unless the Trustee and the Note Administrator have received an opinion

from Cadwalader, Wickersham & Taft LLP or another nationally recognized tax counsel experienced in such matters that the proposed

supplemental indenture will not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a

REIT for U.S. federal income tax purposes or otherwise become subject to U.S. federal income tax on a net income basis. The Trustee and

the Note Administrator shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party,

which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded

to the Trustee and Note Administrator certifying that, following provision of notice of such supplemental indenture to the Noteholders,

that the Holders of Notes 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 Notes. Neither the Trustee nor the Note Administrator shall be liable for any such determination

made in good faith and in reliance upon such Opinion of Counsel, as the case may be.

It shall not be necessary for

any Act of Noteholders under this Section 8.3 to approve the particular form of any proposed supplemental indenture, but it

shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution

by the Issuer, the Note Administrator and the Trustee of any supplemental indenture pursuant to this Section 8.3, the Note

Administrator, at the expense of the Issuer, shall post an executed version of such supplemental indenture on the Note Administrator’s

Website and shall provide such executed version to the Servicer, the Special Servicer and, so long as the Notes are Outstanding and so

rated, the Rating Agencies a copy thereof based on an outstanding rating. Any failure of the Trustee and the Note Administrator to publish

or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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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 shall be bound thereby.

Section 8.5       Reference

in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant

to this Article 8 may, and if required by the Note Administrator shall, bear a notice in form approved by the Note Administrator

as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes, so modified as to conform in

the opinion of the Note Administrator and the Issuer to any such supplemental indenture, may be prepared and executed by the Issuer and

authenticated and delivered by the Note Administrator in exchange for Outstanding Notes. Notwithstanding the foregoing, any Note authenticated

and delivered hereunder shall be subject to the terms and provisions of this Indenture, and any supplemental indenture.

ARTICLE 9

REDEMPTION

OF SECURITIES; REDEMPTION PROCEDURES

Section 9.1       Clean-up

Call; Tax Redemption; Optional Redemption; and Auction Call Redemption. (a)  The Notes shall be redeemable by the Issuer

in whole but not in part, at the option of and upon written notice by the Collateral Manager (which shall be delivered in accordance with

Section 9.3(a)), on any Payment Date on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered

Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date at a price equal to

their applicable Redemption Prices (such redemption, a “Clean-up Call”); provided that the funds available to

be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.

(b)            The

Notes shall be redeemable by the Issuer in whole but not in part, at the option of and upon written notice by a Majority of the Class J

Noteholders (which shall be delivered in accordance with Section 9.3(a)), on any Payment Date following the occurrence of

a Tax Event if the Tax Materiality Condition is satisfied at a price equal to their applicable Redemption Prices (such redemption, a “Tax

Redemption”); provided that the funds available to be used for such Tax Redemption will be sufficient to pay the Total

Redemption Price.

Notes shall be redeemable by the Issuer in whole but not in part, at option of and upon written notice by a Majority of the Class J

Noteholders (which shall be delivered in accordance with Section 9.3(a)), on any Payment Date after the end of the Non-call

Period at a price equal to their applicable Redemption Prices (such redemption, an “Optional Redemption”); provided,

however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price.

Notwithstanding anything herein to the contrary, the Issuer shall not sell any Collateral Interest to any Affiliate other than BSPRT Holder

in connection with an Optional Redemption.

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(d)            The

Notes shall be redeemable by the Issuer in whole but not in part, at a price equal to their applicable Redemption Prices, on any Payment

Date occurring in January, April, July or October in each year, beginning on the Payment Date occurring in April 2036,

upon the occurrence of a Successful Auction and pursuant to the procedures set forth in the Servicing Agreement (such redemption, an “Auction

Call Redemption”).

(e)            In

connection with any redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c), if the holder of the Class J

Notes and/or one or more affiliates thereof own any Notes, such holder(s) may elect to include such Notes as part of the consideration

for such redemption and the Total Redemption Price shall be reduced by the outstanding principal balance of such Notes (plus the interest

accrued thereon). If such holder(s) own less than 100% of the Notes of any such Class, the Note Administrator shall cooperate with

such holder(s) in order to effect such redemption (including, if necessary, converting such Notes into definitive form).

(f)            A

redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless at least three (3) Business

Days prior to the scheduled Redemption Date, the Collateral Manager certifies to the Trustee and the Note Administrator that:

(i)             the

Collateral Manager, on behalf of the Issuer, has entered into a binding commitment or agreement (which may be an agreement with an affiliate

of the Collateral Manager or an entity managed by the Collateral Manager) to sell (directly, by participation or other arrangement) all

or part of the Collateral not later than the Business Day immediately preceding the scheduled Redemption Date or FBRT (or an Affiliate

or agent thereof) has priced but not yet closed another securitization transaction;

(ii)            the

related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the

Collateral Interests, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Accounts and available

Cash), will be an aggregate amount sufficient to pay the Total Redemption Price; and

(iii)           all

of the other conditions for such redemption, as applicable, have been satisfied.

(g)            In

connection with an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax Redemption, the Collateral Manager, on behalf

of the Issuer, and acting pursuant to the Collateral Management Agreement, may at any time direct the Trustee in writing by Issuer Order

to sell, and the Trustee shall sell in the manner directed by the Collateral Manager, any Collateral Interest without regard to any of

the limitations in Section 12.1(a). Upon any such sale, the Trustee shall release any such Collateral Interest pursuant to

Section 10.9.

Section 9.2       Record

Date for Redemption. In connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant to Section 9.1(b),

an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to Section 9.1(d), the

Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed Redemption Date.

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Section 9.3       Notice

of Redemption or Maturity. (a) Notice of redemption (or a withdrawal thereof) or Clean-up Call pursuant to Section 9.1

or the Maturity of any Notes shall be given by electronic mail not less than ten (10) Business Days (or one (1) Business Day

(or promptly thereafter upon receipt of written notice, if later) where the notice of an Optional Redemption, an Auction Call Redemption,

a Clean-up Call or a Tax Redemption is withdrawn pursuant to Section 9.3(c)) prior to the applicable Redemption Date or Maturity,

to the Trustee, the Note Administrator, the Servicer, the Special Servicer, the Rating Agencies, and each Holder of Notes to be redeemed,

at its address in the Notes Register.

All notices of redemption shall

state:

(i)             the

applicable Redemption Date;

(ii)            the

applicable Redemption Price;

(iii)           that

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

and

(iv)           the

place or places where any Notes held as Definitive Notes to be redeemed in whole are to be surrendered for payment of the Redemption Price

which shall be the office or agency of the Paying Agent as provided in Section 7.2.

(b)            Notice

of redemption shall be given by the Issuer or at the Issuer’s request, by the Note Administrator in their names, and at the expense

of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity

of the redemption of any other Notes.

such notice of an Optional Redemption, Auction Call Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer at the

direction of the Collateral Manager up to the Business Day prior to the scheduled Redemption Date by written notice to the Note Administrator,

the Trustee, the Servicer, the Special Servicer and each Holder of Notes to be redeemed, and the Collateral Manager. The failure of any

Optional Redemption, Clean-up Call or Tax Redemption that is withdrawn in accordance with this Indenture shall not constitute an Event

of Default.

(d)            The

Redemption Price shall be determined no earlier than sixty (60) days prior to the proposed Redemption Date.

Section 9.4       Notes

Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall, on the Redemption

Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer shall

Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to bear interest on the Redemption

Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such Note at the place specified in the notice

of redemption on or prior to such Redemption Date; provided, however, that if there is delivered to the Issuer, the Note

Administrator and the Trustee such security or indemnity as may be required by them to hold each of them harmless and an undertaking thereafter

to surrender such Note, then, in the absence of notice to the Issuer, the Note Administrator and the Trustee that the applicable Note

has been acquired by a bona fide purchaser, such final payment shall be made without presentation or surrender. Payments of interest

on Notes of a Class to be so redeemed whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such

Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according to the terms

and provisions of Section 2.7(g).

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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. Subject to applicable escheatment

law, any funds not distributed to any Noteholder on the Payment Date because of the failure of such Holder or Holders to tender their

Notes, shall, on such date, be set aside and held for the benefit of the appropriate non-tendering Holder or Holders.

Section 9.5       Mandatory

Redemption. On any Payment Date on which the Note Protection Tests are not satisfied as of any Determination Date, the Offered Notes

shall be redeemed (a “Mandatory Redemption”), from Interest Proceeds as set forth in Section 11.1(a)(i)(14)

in an amount necessary, and only to the extent necessary, for the Note Protection Tests to be satisfied or if sooner, until the Offered

Notes have been paid in full. On or promptly after such Mandatory Redemption, the Issuer shall certify or cause to be certified to the

Rating Agencies and the Note Administrator whether the Note Protection Tests have been satisfied.

ARTICLE 10

ACCOUNTS,

ACCOUNTINGS AND RELEASES

Section 10.1     Collection

of Amounts; Custodial Account. (a) Except as otherwise expressly provided herein, the Note Administrator may demand payment or

delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary,

all amounts and other property payable to or receivable by the Note Administrator pursuant to this Indenture, including all payments due

on the Collateral in accordance with the terms and conditions of such Collateral. The Note Administrator shall segregate and hold all

such amounts and property received by it in an Eligible Account in trust for the Secured Parties, and shall apply such amounts as provided

in this Indenture. Any Indenture Account may include any number of subaccounts deemed necessary or appropriate by the Note Administrator

for convenience in administering such account.

(b)            The

Note Administrator shall credit all Commercial Real Estate Loans to an Eligible Account in the name of the Issuer for the benefit of the

Secured Parties designated as the “Custodial Account”, except that mortgage notes and participation interests may be

held by the Custodian in the State of Minnesota pursuant to Section 3.3 of this Indenture.

Section 10.2     Reinvestment

Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary a single,

segregated account which shall be designated as the “Reinvestment Account,” which shall be held in trust in the name

of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and

the sole right of withdrawal; provided, however, that the Note Administrator shall only withdraw such amounts as directed

by the Issuer or the Collateral Manager on behalf of the Issuer. All amounts credited to the Reinvestment Account pursuant to Section 11.1(a)(ii) of

this Indenture or otherwise shall be held by the Note Administrator as part of the Collateral and shall be applied to the purposes herein

provided.

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(b)            The

Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Reinvestment Account

or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, becomes subject to any writ, order, judgment,

warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Reinvestment

Account other than in accordance with the Priority of Payments. The Reinvestment Account shall remain at all times an Eligible Account.

Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall,

invest all funds in the Reinvestment Account in Eligible Investments designated by the Collateral Manager. All interest and other income

from such investments shall be deposited in the Reinvestment Account, any gain realized from such investments shall be credited to the

Reinvestment Account, and any loss resulting from such investments shall be charged to the Reinvestment Account. The Note Administrator

shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency

of such Reinvestment Account resulting from any loss relating to any such investment, except with respect to investments in obligations

of the Note Administrator or any Affiliate thereof. If the Note Administrator does not receive written investment instructions from an

Authorized Officer of the Collateral Manager, funds in the Reinvestment Account shall be held uninvested.

(d)            Amounts

in the Reinvestment Account shall remain in the Reinvestment Account (or invested in Eligible Investments) until the earlier of (i) the

time the Collateral Manager instructs the Note Administrator in writing to transfer any such amounts (or related Eligible Investments)

to the Payment Account, (ii) the time the Collateral Manager notifies the Note Administrator in writing that such amounts (or related

Eligible Investments) are to be applied to the acquisition of Reinvestment Collateral Interests in accordance with Section 12.2(a) and

(iii) the later of (x) the first Business Day after the last day of the Reinvestment Period and (y) if after the last day

of the Reinvestment Period, the last settlement date within 60 days of the last day of the Reinvestment Period with respect to the

last Reinvestment Collateral Interest that the Collateral Manager or an Affiliate (on behalf of the Issuer) has entered into a loan application

or binding commitment to originate or purchase. Upon receipt of notice pursuant to clause (i) above and on the date described

in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible Investments) to the

Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as Principal Proceeds.

(e)            During

the Reinvestment Period, the Collateral Manager on behalf of the Issuer may by notice to the Note Administrator direct the Note Administrator

to, and upon receipt of such notice the Note Administrator shall, reinvest amounts (and related Eligible Investments) credited to the

Reinvestment Account in Commercial Real Estate Loans and Participations selected by the Collateral Manager as permitted under and in accordance

with the requirements of Article 12 and such notice. The Note Administrator shall be entitled to conclusively rely on such

notice and shall not be required to make any determination as to whether any loans or participations satisfy the Eligibility Criteria

or the Acquisition Criteria.

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(f)             During

the Reinvestment Period, upon certification by the Collateral Manager to the Servicer and the Note Administrator that (i) the Note

Protection Tests were satisfied as of the immediately preceding Payment Date and (ii) the Collateral Manager reasonably expects the

Note Protection Tests to be satisfied on the immediately succeeding Payment Date, the Collateral Manager may direct the Note Administrator

to deposit into the Reinvestment Account any Unscheduled Principal Proceeds remitted by the Servicer to the Note Administrator prior to

the Remittance Date (as permitted under Section 3.03(b) of the Servicing Agreement) for the acquisition of Reinvestment Collateral

Interests.

Section 10.3     Payment

Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary a segregated

account (which may be bifurcated into separate accounts for interest and principal designated as “Interest Payment Account”

and “Principal Payment Account”) (the “Payment Account”), which shall be held in trust in the name of the

Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and the sole

right of withdrawal. All funds received by the Note Administrator from the Servicer on each Remittance Date shall be credited to the Payment

Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the

Note Administrator, on behalf of the Trustee for the benefit of the Secured Parties. Except as provided in Sections 11.1 and

11.2, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account

shall be (i) to pay the interest on and the principal of the Notes and make other payments in respect of the Notes in accordance

with their terms and the provisions of this Indenture, (ii) upon Issuer Order, to pay other amounts specified therein, and (iii) otherwise

to pay amounts payable pursuant to and in accordance with the terms of this Indenture, each in accordance with the Priority of Payments.

(b)            The

Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Payment Account or

any funds on deposit therein, or otherwise to the credit of the Payment Account, becomes subject to any writ, order, judgment, warrant

of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Payment Account other

than in accordance with the Priority of Payments. The Payment Account shall remain at all times an Eligible Account.

Section 10.4     Expense

Reserve Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary

a single, segregated account which shall be designated as the “Expense Reserve Account,” which shall be held in trust

in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive

control and the sole right of withdrawal. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing

to the credit of, the Expense Reserve Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative

Expenses (other than accrued and unpaid expenses and indemnities payable to the Collateral Manager under the Collateral Management Agreement);

provided that the Note Administrator shall be entitled (but not required) without liability on its part, to refrain from making

any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking

into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each

of the items payable prior thereto in the Priority of Payments on the next Payment Date. Amounts credited to the Expense Reserve Account

may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering

of the Notes. On or after the first Payment Date, any amount remaining in the Expense Reserve Account may, at the election of the Collateral

Manager, be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold

or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall direct the Note

Administrator to, and upon receipt of such Issuer Order, the Note Administrator shall, transfer all amounts on deposit in the Expense

Reserve Account to the Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. The holders

of the Class J Notes may contribute additional Cash and/or Eligible Investments to the Expense Reserve Account at any time.

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(b)            On

each Payment Date, the Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$150,000 on such Payment Date)

after application of amounts payable pursuant to clauses (1) through (21) of Section 11.1(a)(i) for deposit

into the Expense Reserve Account.

Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Expense Reserve Account

or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, becomes subject to any writ, order, judgment,

warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Expense Reserve

Account other than in accordance with the Priority of Payments. The Expense Reserve Account shall remain at all times an Eligible Account.

(d)            The

Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall,

invest all funds in the Expense Reserve Account in Eligible Investments designated by the Collateral Manager. All interest and other income

from such investments shall be deposited in the Expense Reserve Account, any gain realized from such investments shall be credited to

the Expense Reserve Account, and any loss resulting from such investments shall be charged to the Expense Reserve Account. The Note Administrator

shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency

of such Expense Reserve Account resulting from any loss relating to any such investment, except with respect to investments in obligations

of the Note Administrator or any Affiliate thereof. If the Note Administrator does not receive written investment instructions from an

Authorized Officer of the Collateral Manager, funds in the Expense Reserve Account shall be held uninvested.

Section 10.5     Unused

Proceeds Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary

a single, segregated account which shall be designated as the “Unused Proceeds Account” which shall be held in trust

in the name of the Note Administrator for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall

be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture shall be held by the Note

Administrator as part of the Collateral and shall be applied to the purposes herein provided.

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(b)            The

Note Administrator agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit

therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment,

execution or similar process. The Unused Proceeds Account shall remain at all times with the Securities Intermediary or be established

at another financial institution and shall at all times be an Eligible Account.

any time on or prior to the Purchase Termination Date, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order

or trade confirmation direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator

shall, apply amounts on deposit in the Unused Proceeds Account to acquire Delayed Acquisition Collateral Interests as permitted under

and in accordance with the requirements of Section 7.18 and such Issuer Order or trade confirmation.

(d)            To

the extent not applied pursuant to Section 7.18, the Collateral Manager, on behalf of the Issuer, may direct the Note Administrator

to, and upon such direction the Note Administrator shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated

by the Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any

gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall

be charged to the Unused Proceeds Account. The Note Administrator shall not in any way be held liable (except as a result of negligence,

willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any

such investment, except with respect to investments in obligations of the Note Administrator or any Affiliate thereof. If the Note Administrator

does not receive investment instructions from an Authorized Officer of the Collateral Manager, funds received in the Unused Proceeds Account

shall be held uninvested.

(e)            If

the Collateral Manager determines that a Delayed Acquisition Collateral Interest may not be acquired prior to the Purchase Termination

Date or otherwise decides not to acquire such Delayed Acquisition Collateral Interest, then, on the date of such determination (which

may be prior to the Purchase Termination Date), it shall notify the Note Administrator of such determination, and all amounts on deposit

in the Unused Proceeds Account with respect to such Delayed Acquisition Collateral Interest will be deposited into the Reinvestment Account

as directed by the Collateral Manager in such notice.

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Section 10.6     Interest

Advances. (a) With respect to each Payment Date for which the sum of Interest Proceeds collected during the related Due Period

and remitted to the Note Administrator that are available to pay interest on the Class A Notes, the Class A-S Notes and the

Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to

the Offered Notes on such Payment Date as a result of interest shortfalls on the Collateral Interests (or the application of interest

received on the Collateral Interests to pay certain expenses in accordance with the terms of the Servicing Agreement) (the amount of such

insufficiency, an “Interest Shortfall”), the Note Administrator shall provide the Advancing Agent with email notice

of such Interest Shortfall no later than the close of business on the second (2nd) Business Day preceding such Payment Date, at the following

addresses: crelegal@bspcredit.com, or such other email address as provided by the Advancing Agent to the Note Administrator. The Note

Administrator shall provide the Advancing Agent with additional email notice, prior to any funding of an Interest Advance by the Advancing

Agent, of any additional interest remittances received by the Note Administrator after delivery of such initial notice that reduces such

Interest Shortfall. No later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date, the Advancing

Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an

amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described

in Section 10.6(b), and subject to a maximum limit in respect of any Payment Date equal to the lesser of (i) the amount

of the Interest Shortfall that would otherwise occur on the Offered Notes on such Payment Date and (ii) the aggregate amount of the

interest payments not received in respect of Collateral Interests with respect to such Payment Date (including, for such purpose, interest

payments received on the Collateral Interests but applied to pay certain expenses in accordance with the terms of the Servicing Agreement).

Notwithstanding the foregoing,

in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Collateral Interest to the extent

that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the Aggregate Outstanding Amount of the Class A

Notes, the Class A-S Notes and the Class B Notes. In addition, in no event will the Advancing Agent, the Backup Advancing Agent

or the Trustee be required to advance any payments in respect of principal of any Collateral Interest. Any Interest Advance made by the

Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded

to the Advancing Agent by the Note Administrator on the related Payment Date (or, if such Interest Advance is made prior to final determination

by the Note Administrator of such Interest Shortfall, on the Business Day of such final determination).

The Advancing Agent shall provide

the Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable

Interest Advance no later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date. If the Advancing

Agent shall fail to make any required Interest Advance by 10:00 a.m. (New York time) on the Business Day preceding the Payment

Date upon which distributions are to be made pursuant to Section 11.1(a)(i), the Collateral Manager shall remove the Advancing

Agent in its capacity as advancing agent hereunder as required under Section 17.5(d) and the Backup Advancing Agent shall

be required to make such Interest Advance no later than 11:00 a.m. (New York time) on the Business Day preceding the Payment

Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.6(b). If the Backup

Advancing Agent fails to make any required Interest Advance by 12:00 p.m. on the Payment Date, then the Backup Advancing Agent shall

notify the Trustee, via email at cmbstrustee@wilmingtontrust.com no later than 12:00 p.m. on the Payment Date and shall furnish to

the Trustee any information requested by the Trustee to determine recoverability of such Interest Advance. The Trustee shall, based on

its determination of recoverability, make such Interest Advance no later than 3:00 p.m. on the Payment Date. The Trustee shall be

entitled to conclusively rely on any notice given by the Advancing Agent or Backup Advancing Agent with respect to a Nonrecoverable Interest

Advance hereunder. Based upon available information at the time, the Backup Advancing Agent or the Advancing Agent or the Collateral Manager,

as applicable, will provide fifteen (15) days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would

result in an Interest Shortfall on the next Payment Date. No later than the close of business on the Determination Date related to a Payment

Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Special Servicer will provide

the Rating Agencies notice of such recovery.

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(b)            Notwithstanding

anything herein to the contrary, none of the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, shall be required

to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance,

or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will not be a Nonrecoverable

Interest Advance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a

Nonrecoverable Interest Advance, the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, will take into account:

(i)             amounts

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

(ii)            the

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

and

(iii)           the

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

(iv)           the

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

For purposes of any such determination

of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to

be nonrecoverable if the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, determines that future Interest Proceeds

may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within

a reasonable period of time. The Backup Advancing Agent and the Trustee will be entitled to conclusively rely on any affirmative determination

by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest Advance. Absent bad faith, the determination

by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, as to the nonrecoverability of any Interest Advance

shall be conclusive and binding on the Holders of the Notes.

of the Advancing Agent, the Backup Advancing Agent and the Trustee may recover any previously unreimbursed Interest Advance made by it

(including any Nonrecoverable Interest Advance), together with interest thereon, first, from Interest Proceeds and second (to

the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement

would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable

Interest Advance, the Advancing Agent, the Backup Advancing Agent or the Trustee shall be entitled to recover all outstanding Interest

Advances from the Collection Account pursuant to the Servicing Agreement on any Business Day during any Interest Accrual Period prior

to the related Determination Date. The Advancing Agent, the Backup Advancing Agent or the Trustee, 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, the Backup Advancing Agent or the Trustee, 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.

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(d)            The

Advancing Agent, the Backup Advancing Agent and the Trustee 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, the Backup Advancing Agent and the Trustee to make Interest Advances in respect of the Collateral

Interests will continue through the Stated Maturity Date, unless the Notes are previously redeemed or repaid in full.

(f)             In

no event will the Advancing Agent, in its capacity as such hereunder, or the Note Administrator, in its capacity as Backup Advancing Agent

hereunder, be required to advance any amounts in respect of payments of principal of any Collateral Interest.

(g)            In

consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth

herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. For so long as BSPRT

Operating Partnership (or any of its Affiliates) (i) is the Advancing Agent and (ii) owns the Class J Notes, BSPRT Operating

Partnership hereby agrees, on behalf of itself and its affiliates, to waive its rights to receive the Advancing Agent Fee and any Reimbursement

Interest. If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, (x) the

Advancing Agent shall be in default of its obligations under this Indenture, (y) the Backup Advancing Agent shall be required to

make such Interest Advance and shall be entitled to receive, in consideration thereof, the Advancing Agent Fee in accordance with the

Priority of Payments and (z) the Trustee may and, at the direct of a majority of the Controlling Class, will be required to, terminate

the Advancing Agent and use commercially reasonable efforts for up to 90 days following such termination to replace the Advancing Agent

with a successor advancing agent that satisfies the requirements set forth in this Indenture. If the Advancing Agent is terminated for

failing to make an Interest Advance hereunder (as provided in Section 17.5(d)) (or for failing to make a Servicing Advance

under the Servicing Agreement) that the Advancing Agent did not determine to be nonrecoverable, any applicable subsequent successor advancing

agent will be entitled to receive the Advancing Agent Fee (plus Reimbursement Interest on any Interest Advance made by the applicable

subsequent successor advancing agent).

(h)            The

determination by the Advancing Agent, the Backup Advancing Agent or the Trustee (in its capacity as successor Advancing Agent), as applicable,

(i) that it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that any proposed

Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered

promptly to the Trustee, the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis for such determination; provided

that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent, the Backup

Advancing Agent or the Trustee, entitlement to reimbursement with respect to, any Interest Advance.

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Section 10.7     Reports

by Parties. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Servicer, the Special Servicer

and the Collateral Manager any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Special Servicer,

the Servicer or the Collateral Manager may from time to time request in writing with respect to the Collateral or the Indenture Accounts

and provide any other information reasonably available to the Note Administrator by reason of its acting as Note Administrator hereunder

and required to be provided by Section 10.8 or to permit the Collateral Manager to perform its obligations under the Collateral

Management Agreement. The Note Administrator shall forward to the Collateral Manager copies of notices and other writings received by

it from the borrower with respect to any Collateral Interest advising the holders of such Collateral Interest of any rights that the holders

might have with respect thereto as well as all periodic financial reports received from such borrower with respect to such borrower. Each

of the Issuer, the Servicer, and the Special Servicer shall promptly forward to the Collateral Manager, the Trustee and the Note Administrator

any information in their possession or reasonably available to them concerning any of the Collateral that the Trustee or the Note Administrator

reasonably may request or that reasonably may be necessary to enable the Note Administrator to prepare any report or to enable the Trustee

or the Note Administrator to perform any duty or function on its part to be performed under the terms of this Indenture.

Section 10.8     Reports;

Accountings. (a) Based on the CREFC® Loan Periodic Update File prepared by the Servicer and delivered by the Servicer

to the Note Administrator no later than 2:00 p.m. (Eastern Time) on the 2nd Business Day prior to each Remittance Date, commencing

with the second Payment Date, the Note Administrator shall prepare and make available on its website initially located at www.ctslink.com

on each Payment Date to Privileged Persons, a report substantially in the form of Exhibit R hereto (the “Monthly

Report”), setting forth the following information:

(i)             the

amount of the distribution of principal and interest on such Payment Date to the Noteholders and any reduction of the Aggregate Outstanding

Amount of the Notes;

(ii)            the

aggregate amount of compensation paid to the Note Administrator, the Trustee and servicing compensation paid to the Servicer during the

related Due Period;

(iii)           the

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

(iv)           the

number, Aggregate Outstanding Portfolio Balance, weighted average remaining term to maturity and weighted average interest rate of the

Collateral Interests as of the end of the related Due Period;

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(v)            the

number and aggregate principal balance of Collateral Interests that are (A) delinquent 30-59 days, (B) delinquent 60-89 days,

(vi)           the

value of any REO Property owned by the Issuer or any Permitted Subsidiary as of the end of the related Due Period, on an individual Collateral

Interest basis, based on the most recent appraisal or valuation;

(vii)          the

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

(viii)         the

amount of any Interest Advances made by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable;

(ix)            the

payments due pursuant to the Priority of Payments with respect to each clause thereof;

(x)             the

number and related principal balances of any Collateral Interests that have been (or are related to Participated Loans that have been)

extended or modified during the related Due Period on an individual Collateral Interest basis;

(xi)            the

amount of any remaining unpaid Interest Shortfalls as of the close of business on the Payment Date;

(xii)           a

listing of each Collateral Interest that was the subject of a principal prepayment during the related collection period and the amount

of principal prepayment occurring;

(xiii)          the

aggregate unpaid principal balance of the Collateral Interests outstanding as of the close of business on the related Determination Date;

(xiv)         with

respect to any Collateral Interest as to which a liquidation occurred during the related Due Period (other than through a payment in full),

(A) the number thereof and (B) the aggregate of all liquidation proceeds which are included in the Payment Account and other

amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions of the Notes);

(xv)          with

respect to any REO Property owned by the Issuer or any Permitted Subsidiary thereof, as to which the Special Servicer determined that

all payments or recoveries with respect to the related property have been ultimately recovered during the related collection period, (A) the

related Collateral Interest and (B) the aggregate of all liquidation proceeds and other amounts received in connection with that

determination (separately identifying the portion thereof allocable to distributions on the Notes);

(xvi)         the

amount on deposit in the Expense Reserve Account;

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(xvii)        the

aggregate amount of interest on monthly debt service advances in respect of the Collateral Interests paid to the Advancing Agent, the

Backup Advancing Agent and/or the Trustee since the prior Payment Date;

(xviii)       a

listing of each modification, extension or waiver made with respect to each Collateral Interest;

(xix)          an

itemized listing of any Special Servicing Fees received from the Special Servicer or any of its affiliates during the related Due Period;

(xx)           the

amount of any distributions to the Class J Notes on the Payment Date;

(xxi)          the

Net Outstanding Portfolio Balance; and

(xxii)         confirmation

that the Trustee has received, within the preceding month, a certificate from Franklin BSP Realty Trust, Inc. and BSPRT Holder in

accordance with Section 2(e)(i) of the EU/UK Risk Retention Letter.

provided

that, notwithstanding anything herein to the contrary, each of the Monthly Report prepared by the Note Administrator and the CREFC Loan

Periodic Update File prepared by the Servicer may not be available for the first Payment Date, or if available, may contain only limited

information.

(b)            The

Note Administrator will post on the Note Administrator’s Website, any report received from the Servicer or Special Servicer detailing

any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any of its affiliates and the

steps taken by the Seller or any of its affiliates to cure such breach; a listing of any breach of the representations and warranties

with respect to any Collateral Interest by the Seller or any of its affiliates and the steps taken by the Seller or any of its affiliates

to cure such breach.

information made available on the Note Administrator’s Website will be restricted and the Note Administrator will only provide access

to such reports to Privileged Persons in accordance with this Indenture. In connection with providing access to its website, the Note

Administrator may require registration and the acceptance of a disclaimer. The Note Administrator may conclusively rely upon any Investor

Certification delivered to it; provided that if the Issuer reasonably determines than any Person providing an Investor Certification is

in breach of the terms of an Investor Certification, the Issuer or Collateral Manager may direct the Note Administrator to revoke such

Person’s access to the Note Administrator’s Website (and the Note Administrator shall be entitled to conclusively rely on

such direction).

(d)            Not

more than five (5) Business Days after receiving an Issuer Request requesting information regarding an Auction Call Redemption, a

Clean-up Call, a Tax Redemption, or an Optional Redemption as of a proposed Redemption Date, the Note Administrator shall, subject to

its timely receipt of the necessary information to the extent not in its possession, compute the following information and provide such

information in a statement delivered to the Collateral Manager:

(i)             the

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

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(ii)            the

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

(iii)           the

Redemption Price;

(iv)           the

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

the Noteholders thereof); and

(v)            the

amounts in the Collection Account and the Indenture Accounts that are available for application to the redemption of such Notes.

(e)            No

later than sixty (60) days after the end of each calendar quarter, beginning with the calendar quarter ending on September 30,

2026, the Collateral Manager shall make reasonable efforts to deliver to the Note Administrator a report containing a Collateral Interest

summary substantially in the form set forth in Annex B to the Offering Memorandum and a quarterly CREFC® CRE CLO Collateral

Manager Data Report for each Collateral Interest, but only to the extent the Collateral Manager has received the necessary information

to compile such report on a timely basis, with such modifications as the Collateral Manager shall deem reasonably necessary.

(f)             Promptly

after the Issuer acquires any Reinvestment Collateral Interest or Exchange Collateral Interest (other than any Companion Participation),

the Collateral Manager, on behalf of the Issuer, will be required to deliver to the Note Administrator a data file in Excel format containing

the data fields presented on Annex A to the Offering Memorandum with respect to such Collateral Interest, and the Note Administrator shall

post such data file on the Note Administrator's Website.

(g)            The

Issuer shall cooperate (and cause the Servicer and the Special Servicer to cooperate) with the Note Administrator in connection with the

preparation of each Monthly Report. The Note Administrator shall in no event have any liability for the actions or omissions of the Servicer

or the Special Servicer, and shall have no liability for any inaccuracy or error in a Monthly Report prepared by it that results from

or is caused by inaccurate, untimely or incomplete information or data received by it from the Issuer, the Servicer or the Special Servicer.

The Note Administrator shall not be liable for any failure to perform or delay in performing its specified duties hereunder which results

from or is caused by a failure or delay on the part of the Servicer, the Special Servicer or other Person in furnishing necessary, timely

and accurate information to the Note Administrator. It is expressly understood and agreed that the application and performance by the

Note Administrator of its obligation to prepare the Monthly Report shall, with respect to information relating to the Collateral Interests,

be based upon, and in reliance upon, data and information provided to it by the Servicer and the Special Servicer. The Note Administrator

shall be permitted to rely upon data and information provided to it by the Servicer and the Special Servicer, and nothing herein shall

impose or imply any duty or obligation on the part of the Note Administrator to verify, investigate or audit any such information, calculations

or data, or to determine or monitor on an independent basis whether any obligor is in default or in compliance with the documents governing

the related Mortgage Loan.

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Section 10.9     Release

of Collateral Interests; Release of Collateral. (a) If no Event of Default has occurred and is continuing and subject to Article 12

hereof, the Issuer (or the Collateral Manager on its behalf) may direct the Trustee to release a Pledged Collateral Interest from the

lien of this Indenture, by Issuer Order delivered to the Trustee and the Custodian on or prior to the settlement date for any sale of

a Pledged Collateral Interest, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) that the

Pledged Collateral Interest has been sold pursuant to and in compliance with Article 12 or (ii) in the case of a redemption

pursuant to Section 9.1, that the Pledged Collateral Interest has been sold in compliance with Section 9.1(e),

and, upon receipt of a Request for Release of such Collateral Interest from the Collateral Manager, the Servicer or the Special Servicer,

the Custodian shall deliver any such Pledged Collateral Interest, if in physical form, duly endorsed to the broker or purchaser designated

in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Collateral Interest is represented by a

Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as set

forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Collateral Interest in physical form for examination

(prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall (i) deliver any agreements

and other documents in its possession relating to such Pledged Collateral Interest and (ii) the Trustee, if applicable, duly assign

each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so

requested in the Issuer Order.

(b)            The

Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Trustee and Custodian at least three (3) Business Days

prior to the date set for redemption or payment in full of a Pledged Collateral Interest, an Issuer Order certifying that such Pledged

Collateral Interest is being paid in full. Thereafter, the Collateral Manager, the Servicer or the Special Servicer, by delivery of a

Request for Release, may direct the Custodian to deliver such Pledged Collateral Interest and the related Collateral Interest File therefor

on or before the date set for redemption or payment, to the Collateral Manager, the Servicer or the Special Servicer for redemption against

receipt of the applicable redemption price or payment in full thereof.

respect to any Collateral Interest subject to a workout or restructuring, the Issuer (or the Collateral Manager on behalf of the Issuer)

may, by Issuer Order delivered to the Trustee and Custodian at least two (2) Business Days prior to the date set for an exchange,

tender or sale, certify that a Collateral Interest is subject to a workout or restructuring and setting forth in reasonable detail the

procedure for response thereto. Thereafter, the Collateral Manager, the Servicer or the Special Servicer may, in accordance with the terms

of, and subject to any required consent and consultation obligations set forth in the Servicing Agreement, direct the Custodian, by delivery

to the Custodian of a Request for Release, to deliver any Collateral to the Collateral Manager, the Servicer or the Special Servicer in

accordance with such Request for Release.

(d)            The

Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from the disposition

of a Pledged Collateral Interest and treat such proceeds as Principal Proceeds, for remittance by the Servicer to the Note Administrator

on the first Remittance Date occurring thereafter. None of the Trustee, the Note Administrator or the Securities Intermediary shall be

responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt of payment in accordance herewith.

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(e)            The

Trustee shall, upon receipt of an Issuer Order declaring that there are no Notes Outstanding and all obligations of the Issuer hereunder

have been satisfied, release the Collateral from the lien of this Indenture.

(f)             Upon

receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Collateral

Interest, or in the event any action is required to be taken in respect to an Asset Document, the Special Servicer on behalf of the Issuer

will promptly notify the Collateral Manager and the Servicer of such request, and the Special Servicer shall grant any waiver or consent,

and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance with the Servicing Standard; provided

that Significant Modifications that satisfy the Significant Modification Criteria will not be subject to the Servicing Standard. In the

case of any modification or amendment that results in the release of the related Collateral Interest, notwithstanding anything to the

contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall release the related Collateral Interest

File upon the written instruction of the Servicer or the Special Servicer, as applicable.

Section 10.10   [Reserved]

Section 10.11   Information

Available Electronically. (a) The Note Administrator shall make available to any Privileged Person or Relevant Recipient the

following items (in each case, as applicable, to the extent received by it) by means of the Note Administrator’s Website the following

items (to the extent such items were prepared by or delivered to the Note Administrator in electronic format):

(i)             the

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

(1)            the

final Offering Memorandum related to the Offered Notes;

(2)            this

Indenture, and any schedules, exhibits and supplements thereto;

(3)            the

CREFC® Loan Setup file;

(4)            the

Servicing Agreement, and any schedules, exhibits and supplements thereto;

(5)            the

Collateral Management Agreement, and any schedules, exhibits and supplements thereto;

(6)            the

Collateral Interest Purchase Agreement, and any schedules, exhibits and supplements thereto;

(7)            the

EU/UK Reporting Administration Agreement, and any schedules, exhibits and supplements thereto; and

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(8)            Annex

A to the final Offering Memorandum in Excel format;

(ii)            the

following documents will initially be available under a tab or heading designated “periodic reports”:

(1)            the

Monthly Reports prepared by the Note Administrator pursuant to Section 10.8(a); and

(2)            certain

information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE Finance Council or

any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC®

Investor Reporting Package” relating to the Collateral Interests (excluding the servicer watchlist) to the extent that the Note

Administrator receives such information and reports from the Servicer and the Special Servicer from time to time;

(iii)           the

following documents, which will initially be available under a tab or heading designated “additional documents”:

(1)            inspection

reports delivered to the Note Administrator under the terms of the Servicing Agreement;

(2)            appraisals

delivered to the Note Administrator under the terms of the Servicing Agreement

(3)            any

quarterly updates on the status of the business plan for each Collateral Interest delivered by the Collateral Manager to the Note Administrator;

(4)            upon

direction of the Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer provides to

the Note Administrator to be made available on the Note Administrator’s Website;

(5)            any

additional Annex As delivered to the Note Administrator in Excel format; and

(6)            any

quarterly CREFC® CRE CLO Collateral Manager Data Report for each Collateral Interest delivered by the Collateral Manager

to the Note Administrator;

(iv)           the

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

(1)            notice

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

(2)            notice

of termination of the Servicer or the Special Servicer;

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(3)            notice

of a servicer termination event (with respect to the Servicer or the Special Servicer, as applicable), each as defined in the Servicing

Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;

(4)            notice

of the resignation of any party to the Indenture and notice of the acceptance of appointment of a replacement for any such party, to the

extent such notice is prepared or received by the Note Administrator;

(5)            officer’s

certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered

to the Note Administrator pursuant to Section 10.6(b);

(6)            any

direction received by the Note Administrator from the Collateral Manager for the termination of the Special Servicer during any period

when such Person is entitled to make such a direction, and any direction of a Majority of the Notes to terminate the Special Servicer;

(7)            any

direction received by the Note Administrator from a Majority of the Controlling Class or a Supermajority of the Notes for the termination

of the Note Administrator or the Trustee pursuant to Section 6.9(c); and

(8)            any

notice from the Collateral Manager with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement,

Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes;

(v)            Any

notices required pursuant to the EU/UK Risk Retention Letter and provided by the EU/UK Retention Holder, the Retention Holder or the Collateral

Manager to the Note Administrator, which will initially be available under a tab or heading designated “EU/UK Risk Retention”;

(1)            in

accordance with Section 4.02 of the Servicing Agreement, any Loan Reports, Investor Reports, reports relating to Significant

Event Information or other information received by the Note Administrator from the EU/UK Reporting Administrator pursuant to the EU/UK

Reporting Administration Agreement (each of which will be available also to any Relevant Recipient that is not a Privileged Person);

(vi)           The

following notices provided by BSPRT Holder or the Collateral Manager to the Note Administrator, if any, which will initially be available

under a tab or heading designated “U.S. Risk Retention notices”:

(1)            the

fair value (expressed as a percentage of the fair value of all of the Notes and dollar amount) of the EHRI that the Securitization Sponsor

retained on the Closing Date, based on actual sale prices and finalized tranche sizes;

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(2)            the

fair value (expressed as a percentage of the fair value of all of the Notes and dollar amount) of the EHRI that the Securitization Sponsor

is required to retain under the Credit Risk Retention Rules;

(3)            any

changes to the fair values set forth in the “U.S. Credit Risk Retention” section of the Offering Memorandum between the date

of the Offering Memorandum and the Closing Date;

(4)            any

material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair

value or range of fair values prior to the pricing of the Notes and the Closing Date;

(5)            any

noncompliance by the Securitization Sponsor with the credit risk retention requirements under Section 15G of the Exchange Act; and

(6)            any

notices required pursuant to the EU/UK Risk Retention Letter;

(vii)          the

“Investor Q&A Forum” pursuant to Section 10.12; and

(viii)         solely

to Noteholders, the “Investor Registry” pursuant to Section 10.12.

(b)            Privileged

Persons who execute Exhibit S-2 shall only be entitled to access the Monthly Report, and shall not have access to any other

information on the Note Administrator’s Website.

Recipients who execute Exhibit S-3 or who are designated by the Issuer shall only be entitled to access the Monthly Report,

the Loan Reports, the Investor Reports, any Significant Event Information, the final Offering Memorandum, this Indenture, the Servicing

Agreement, the Collateral Interest Purchase Agreement, the Collateral Management Agreement and the EU/UK Reporting Administration Agreement

and any other document designated by the Issuer as necessary to fulfill the EU/UK Transparency Requirements, and shall not have access

to any other information on the Note Administrator’s Website.

(d)            The

Note Administrator’s Website shall initially be located at www.ctslink.com. The foregoing information shall be made available by

the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note Administrator may change the titles

of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Note Administrator shall have

no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms

to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered

or posted in error, the Note Administrator may remove it from the Note Administrator’s Website. The Note Administrator has not obtained

and shall not be deemed to have obtained actual knowledge of any information posted to the Note Administrator’s Website to the extent

such information was not produced by the Note Administrator. In connection with providing access to the Note Administrator’s Website,

the Note Administrator may require registration and the acceptance of a disclaimer. The Note Administrator shall not be liable for the

dissemination of information in accordance with the terms of this Indenture, makes no representations or warranties as to the accuracy

or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the

Note Administrator’s Website can be obtained by calling (866) 846-4526.

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Section 10.12      Investor

Q&A Forum; Investor Registry. (a) The Note Administrator shall make the “Investor Q&A Forum” available

to Privileged Persons and prospective purchasers of Notes that are Privileged Persons by means of the Note Administrator’s Website,

where Noteholders (including beneficial owners of Notes) may (i) submit inquiries to the Note Administrator relating to the Monthly

Reports, and submit inquiries to the Collateral Manager, the Servicer or the Special Servicer (each, a “Q&A Respondent”)

relating to any servicing reports prepared by that party, the Collateral Interests, or the properties related thereto (each, an “Inquiry”

and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together

with the answers thereto. Upon receipt of an Inquiry for a Q&A Respondent, the Note Administrator shall forward the Inquiry to the

applicable Q&A Respondent, in each case via email within a commercially reasonable period of time following receipt thereof. Following

receipt of an Inquiry, the Note Administrator and the applicable Q&A Respondent, unless such party determines not to answer such

Inquiry as provided below, shall reply to the Inquiry, which reply of the applicable Q&A Respondent shall be by email (or such other

method as to which the Note Administrator, the Collateral Manager, the Servicer and the Special Servicer may mutually agree) to the Note

Administrator. The Note Administrator shall post (within a commercially reasonable period of time following preparation or receipt of

such answer, as the case may be) such Inquiry and the related answer to the Note Administrator’s Website. If the Note Administrator

or the applicable Q&A Respondent determines, in its respective sole discretion, that (i) any Inquiry is not of a type described

above, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering any

Inquiry would be in violation of applicable law, the Asset Documents, the Collateral Management Agreement, this Indenture or the Servicing

Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense

to, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer, as applicable or (v) answering any such

inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product,

or is otherwise not advisable to answer, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator

of such determination. The Note Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall

not be answered in accordance with the terms of this Indenture. Any notice by the Note Administrator to the Person who submitted an Inquiry

that shall not be answered shall include the following statement: “Because the Indenture and the Servicing Agreement provides that

the Note Administrator, Servicer and Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion,

that (i) any Inquiry is beyond the scope of the topics described in the Indenture, (ii) answering any Inquiry would not be

in the best interests of the Issuer and/or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law

or the Asset Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties

of, or result in significant additional cost or expense to, the Trustee, the Servicer or the Special Servicer, as applicable, or (v) answering

any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work

product, or is otherwise not advisable to answer, no inference shall be drawn from the fact that the Trustee, the Servicer or the Special

Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent,

and shall not be deemed to be answers from any of the Issuer, the Collateral Manager, the Placement Agents or any of their respective

Affiliates. None of the Placement Agents, the Issuer, the Seller, the Collateral Manager, the Advancing Agent, the Future Funding Indemnitor,

BSPRT Holder, the Servicer, the Special Servicer, the Note Administrator, the EU/UK Reporting Administrator or the Trustee, or any of

their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have

any responsibility or liability for the content of any such information. The Note Administrator shall not be required to post to the

Note Administrator’s Website any Inquiry or answer thereto that the Note Administrator determines, in its sole discretion, is administrative

or ministerial in nature. The Investor Q&A Forum shall not reflect questions, answers and other communications that are not submitted

via the Note Administrator’s Website. Additionally, the Note Administrator may require acceptance of a waiver and disclaimer for

access to the Investor Q&A Forum.

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(b)            The

Note Administrator shall make available to any Noteholder and any beneficial owner of a Note, the Investor Registry. The “Investor

Registry” shall be a voluntary service available on the Note Administrator’s Website, where Noteholders and beneficial

owners of Notes can register and thereafter obtain information with respect to any other Noteholder or beneficial owner that has so registered.

Any Person registering to use the Investor Registry shall be required to certify that (i) it is a Noteholder or a beneficial owner

of a Note and (ii) it grants authorization to the Note Administrator to make its name and contact information available on the Investor

Registry for at least 45 days from the date of such certification to other registered Noteholders and registered beneficial owners

or Notes. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and

email address, as well as certain optional fields such as address, and phone number. If any Noteholder or beneficial owner of a Note

notifies the Note Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45)

days of its registration), the Note Administrator shall promptly remove it from the Investor Registry. The Note Administrator shall not

be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining

the accuracy of any information thereon. The Note Administrator may require acceptance of a waiver and disclaimer for access to the Investor

Registry.

information concerning the Collateral and the Notes, including the Monthly Reports, CREFC® Reports and supplemental notices,

and the items specified in clauses (i), (ii), (iii)(5), (iii)(6), and (iv) of Section 10.11(a) shall

be provided by the Note Administrator to certain market data providers upon receipt by the Note Administrator from such persons of a

certification in the form of Exhibit P hereto, which certification may be submitted electronically via the Note Administrator’s

Website. The Issuer hereby authorizes the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,

Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc.,

KBRA Analytics, LLC, MBS Data, LLC, RealInsight, DealX/StructureIt, Thomson Reuters Corporation and CRED iQ.

(d)            The

17g-5 Information Provider will make the “Rating Agency Q&A Forum and Servicer Document Request Tool” available to NRSROs

via the 17g-5 Information Providers Website, where NRSROs may (i) submit inquiries to the Note Administrator relating to the Monthly

Report, (ii) submit inquiries to the Servicer or the Special Servicer relating to servicing reports, or the Collateral, except to

the extent already obtained, (iii) submit requests for loan-level reports and information, and (iv) view previously submitted

inquiries and related answers or reports, as the case may be. The Trustee, the Note Administrator, the Servicer or the Special Servicer,

as applicable, will be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation

of applicable law, the Servicing Standard, the Indenture, the Servicing Agreement or the applicable loan documents, (b) answering

the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work

product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense

to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of

its duties under this Indenture or the Servicing Agreement, as applicable. In the event that any of the Trustee, the Note Administrator,

the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider with the basis

of such declination. The 17g-5 Information Provider will be required to post the inquiries and the related answers (or reports, as applicable)

on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly upon receipt, or in the event that an inquiry is unanswered,

the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect

questions, answers, or other communications which are not submitted through the 17g-5 Website. Answers and information posted on the

Rating Agency Q&A Forum and Servicer Document Request Tool will be attributable only to the respondent, and will not be deemed to

be answers from any other Person. No such other Person will have any responsibility or liability for, and will not be deemed to have

knowledge of, the content of any such information.

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Section 10.13      Certain

Procedures. (a) For so long as the Notes may be transferred only in accordance with Rule 144A, the Issuer (or the Collateral

Manager on its behalf) will ensure that any Bloomberg screen containing information about the Rule 144A Global Notes includes the

following (or similar) language:

(i)            the

“Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes will

state: “Iss’d Under 144A”;

(ii)            the

“Security Display” page will have the flashing red indicator “See Other Available Information”; and

(b)            the

indicator will link to the “Additional Security Information” page, which will state that the Offered Notes “are being

offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional

buyers (as defined in Rule 144A under the Securities Act).”

ARTICLE 11

APPLICATION

OF FUNDS

Section 11.1         Disbursements

of Amounts from Payment Account. (a) Notwithstanding any other provision in this Indenture, but subject to the other subsections

of this Section 11.1 hereof, on each Payment Date, the Note Administrator shall disburse amounts transferred to the Payment

Account in accordance with the following priorities (the “Priority of Payments”):

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(i)            Interest

Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration

of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period

shall be distributed in the following order of priority:

(1)            to

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

(2)            (a) first,

to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate

amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to Advancing Agent (or the Backup

Advancing Agent or the Trustee, as applicable, if the Advancing Agent has failed to make any Interest Advance required to be made by

the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with

respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the

Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any

Payment Date pursuant to this Indenture); and (c) third, to the Advancing Agent, the Backup Advancing Agent and the Trustee,

to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed,

in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date;

(3)            (a) first,

to the Note Administrator and the Trustee, the Trustee/Note Administrator Fee, (b) second, to the payment of other accrued

and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian, the Securities Intermediary and the

Paying Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate

of all such amounts in clauses (b) and (c) above per Expense Year (including such amounts paid since the previous Payment Date

from the Expense Reserve Account) not to exceed the greater of (i) 0.100% per annum of the Aggregate Outstanding Portfolio Balance

and (ii) U.S.$150,000 per annum;

(4)             to

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

(5)             to

the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;

(6)             to

the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;

(7)             to

the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;

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(8)             to

the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;

(9)             to

the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);

(10)            to

the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;

(11)            to

the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);

(12)            to

the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;

(13)            to

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

(14)            if

either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first,

principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal

on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D

Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note

Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C

Notes, the Class D Notes and the Class E Notes have been paid in full;

(15)            to

the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;

(16)            to

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

(17)            to

the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

(18)            to

the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes);

(19)            to

the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;

(20)            to

the payment of the Class H Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class H Notes);

(21)            to

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

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(22)            upon

direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$150,000 in respect

of such Payment Date; and

(23)            any

remaining Interest Proceeds to be paid to the Holders of the Class J Notes.

(ii)            Principal

Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration

of the Notes due to the occurrence and continuation of an Event of Default, Principal Proceeds with respect to the related Due Period

shall be distributed in the following order of priority:

(1)             to

the payment of the amounts referred to in clauses (1) through (5) of Section 11.1(a)(i) in the same order

of priority specified therein, without giving effect to any limitations on amounts payable set forth therein, but only to the extent

not paid in full thereunder;

(2)            during

the Reinvestment Period, so long as the Issuer is permitted to purchase Reinvestment Collateral Interests under Section 12.2,

at the direction of the Collateral Manager, the amount designated by the Collateral Manager during the related Interest Accrual Period

to be deposited into the Reinvestment Account to be held for reinvestment in such Collateral Interests or, pursuant to written direction

of the Collateral Manager (on behalf of the Issuer) to be applied to pay the purchase price of such Collateral Interests (it being understood

that the Collateral Manager will be deemed to have directed that all Principal Proceeds be held for reinvestment until such time as it

has provided the Note Administrator with a notice to the contrary);

(3)             to

the payment of principal of the Class A Notes until the Class A Notes have been paid in full;

(4)             to

the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount, to the extent

not paid pursuant to clause (6) of Section 11.1(a)(i) above;

(5)             to

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

(6)             to

the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount, to the extent not

paid pursuant to clause (7) of Section 11.1(a)(i) above;

(7)             to

the payment of principal of the Class B Notes until the Class B Notes have been paid in full;

(8)             to

the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount, to the extent not

paid pursuant to clause (8) of Section 11.1(a)(i) above;

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(9)             to

the payment of principal of the Class C Notes (including any Class C Deferred Interest) until the Class C Notes have been

paid in full;

(10)            to

the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount, to the extent not

paid pursuant to clause (10) of Section 11.1(a)(i) above;

(11)            to

the payment of principal of the Class D Notes (including any Class D Deferred Interest) until the Class D Notes have been

paid in full;

(12)            to

the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount, to the extent not

paid pursuant to clause (12) of Section 11.1(a)(i) above;

(13)            to

the payment of principal of the Class E Notes (including any Class E Deferred Interest) until the Class E Notes have been

paid in full;

(14)            to

the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount, to the extent not

paid pursuant to clause (15) of Section 11.1(a)(i) above;

(15)            to

the payment of principal of the Class F Notes (including any Class F Deferred Interest) until the Class F Notes have been

paid in full;

(16)            to

the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount, to the extent not

paid pursuant to clause (17) of Section 11.1(a)(i) above;

(17)            to

the payment of principal of the Class G Notes (including any Class G Deferred Interest) until the Class G Notes have been

paid in full;

(18)            to

the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount, to the extent not

paid pursuant to clause (19) of Section 11.1(a)(i) above;

(19)            to

the payment of principal of the Class H Notes (including any Class H Deferred Interest) until the Class H Notes have been

paid in full; and

(20)            any

remaining Principal Proceeds to be paid to Holders of the Class J Notes.

(iii)            Redemption

Dates and Payment Dates During Events of Default. On any Redemption Date, the Stated Maturity Date or a Payment Date following an

acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds and Principal Proceeds

with respect to the related Due Period will be distributed in the following order of priority:

(1)             to

the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same order

of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;

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(2)             to

the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, the Custodian and the Trustee (including legal

fees and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in connection with

sale and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;

(3)             to

the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;

(4)             to

the payment in full of principal of the Class A Notes;

(5)             to

the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;

(6)             to

the payment in full of principal of the Class A-S Notes;

(7)             to

the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;

(8)             to

the payment in full of principal of the Class B Notes;

(9)             to

the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;

(10)            to

the payment in full of principal of the Class C Notes (including any Class C Deferred Interest);

(11)            to

the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;

(12)            to

the payment in full of principal of the Class D Notes (including any Class D Deferred Interest);

(13)            to

the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;

(14)            to

the payment in full of principal of the Class E Notes (including any Class E Deferred Interest);

(15)            to

the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;

(16)            to

the payment in full of principal of the Class F Notes (including any Class F Deferred Interest);

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(17)            to

the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

(18)            to

the payment in full of principal of the Class G Notes (including any Class G Deferred Interest);

(19)            to

the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;

(20)            to

the payment in full of principal of the Class H Notes (including any Class H Deferred Interest); and

(21)            any

remaining Interest Proceeds and Principal Proceeds to be paid to the Holders of the Class J Notes.

(b)            On

or before the Business Day prior to each Payment Date, the Issuer shall, pursuant to Section 10.3, remit or cause to be remitted

to the Note Administrator for deposit in the Payment Account an amount of Cash sufficient to pay the amounts described in Section 11.1(a) required

to be paid on such Payment Date.

on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period are insufficient to make

the full amount of the disbursements required by any clause of Section 11.1(a)(i), (a)(ii) or (a)(iii),

such payments will be made to Noteholders of each applicable Class, as to each such clause, ratably in accordance with the respective

amounts of such disbursements then due and payable to the extent funds are available therefor.

(d)            In

connection with any required payment by the Issuer to the Servicer or the Special Servicer pursuant to the Servicing Agreement of any

amount scheduled to be paid from time to time between Payment Dates from amounts received with respect to the Collateral Interests, the

Servicer or the Special Servicer, as applicable, shall be entitled to retain or withdraw such amounts from the Collection Account and

the Participated Loan Collection Account pursuant to the terms of the Servicing Agreement.

Section 11.2      Securities

Accounts. All amounts held by, or deposited with the Note Administrator in the Reinvestment Account, Unused Proceeds Account and

Expense Reserve Account pursuant to the provisions of this Indenture shall be invested in Eligible Investments as directed in writing

by the Collateral Manager on behalf of the Issuer and credited to the Reinvestment Account, Unused Proceeds Account or Expense Reserve

Account, as the case may be. Absent direction to the contrary, funds in the foregoing accounts shall be invested in the investment specified

in clause (ii) of the definition of “Eligible Investments”. All amounts held by or deposited with the Note Administrator

in the Payment Account and the Custodial Account shall be held uninvested. Any amounts not invested in Eligible Investments as herein

provided, shall be credited to one or more securities accounts that shall at all times be an Eligible Account and shall be established

and maintained pursuant to the Securities Account Control Agreement at the Securities Intermediary, or at another financial institution

that agrees to act as a securities intermediary on behalf of the Note Administrator on behalf of the Secured Parties pursuant to an account

control agreement in form and substance similar to the Securities Account Control Agreement.

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ARTICLE 12

SALE

OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES

Section 12.1      Sales

of Collateral Interests. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell

or otherwise dispose of any Collateral Interest. The Collateral Manager, acting pursuant to the Collateral Management Agreement may direct

the Issuer in writing to sell at any time:

(i)            any

Defaulted Collateral Interest;

(ii)            any

Credit Risk Collateral Interest unless (x) either of the Note Protection Tests were not satisfied as of the immediately preceding

Determination Date and have not been cured as of the proposed sale date or (y) the Trustee, upon written direction of a majority

of the Controlling Class, has provided written notice to the Collateral Manager that no further sales of Credit Risk Collateral Interests

shall be permitted; and

(iii)            any

Reinvestment Collateral Interest or Exchange Collateral Interest acquired in violation of the Eligibility Criteria or the Acquisition

Criteria, as applicable.

For purposes of this Section 12.1,

a loan will be considered a Defaulted Commercial Real Estate Loan even if the 90 day period provided in the definition thereof has not

expired.

The Issuer shall sell any Collateral

Interest in any sale permitted pursuant to this Section 12.1(a), as directed by the Collateral Manager. Promptly after any

sale pursuant to this Section 12.1(a), the Collateral Manager shall notify the 17g-5 Information Provider of the Collateral

Interest sold and the sale price and shall provide such other information relating to such sale as may be reasonably requested by the

Rating Agencies.

The Issuer shall not sell or

otherwise dispose of any Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market

value changes.

In connection with the sale

of a Credit Risk Collateral Interest or a Defaulted Collateral Interest pursuant to this Section 12.1(a), the Collateral

Manager may also cause the Issuer to create one or more participation interests in such Defaulted Collateral Interest or Credit Risk

Collateral Interest and direct the Issuer to sell one or more of such participation interests.

(b)            In

addition, with respect to any Defaulted Collateral Interest or Credit Risk Collateral Interest permitted to be sold pursuant to Section 12.1(a),

such Defaulted Collateral Interest or Credit Risk Collateral Interest may be sold by the Issuer at the direction of the Collateral Manager:

(i)            to

an entity, other than the Collateral Manager or an affiliate; or

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(ii)           to

the Collateral Manager or an affiliate thereof that is purchasing such Defaulted Collateral Interest or Credit Risk Collateral Interest

from the Issuer for a cash purchase price that is (x) with respect to any Defaulted Collateral Interest, equal to or greater than

the Par Purchase Price and (y) with respect to any Credit Risk Collateral Interest:

(1)            until

the Disposition Limitation Threshold has been met, equal to or greater than the Par Purchase Price; and

(2)            after

the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee in accordance with

the Collateral Management Agreement, equal to the greater of (A) the Par Purchase Price and (B) the fair market value thereof

(any purchase described in this clause (ii), a “Credit Risk/Defaulted Collateral Interest Cash Purchase”).

the Collateral Manager directs the sale of a Collateral Interest acquired in violation of the Eligibility Criteria or the Acquisition

Criteria, the Issuer may sell such Collateral Interest to the Collateral Manager or an affiliate thereof for a cash purchase price that

is at least equal to the Principal Balance thereof plus all accrued and unpaid interest thereon. If the Collateral Manager does

not promptly direct the sale of a Collateral Interest that is determined to have been acquired in violation of the Eligibility Criteria

or the Acquisition Criteria, the Issuer will be required to satisfy the Rating Agency Condition with respect to Fitch with respect to

such Collateral Interest within 60 days after such date of determination. Except with respect to any Collateral Interest that is determined

to have been acquired in violation of clauses (i), (iii), (iv), (vii), (xv), (xvii) or (xix)-(xxxv) of the Eligibility Criteria,

if the Issuer satisfies the Rating Agency Condition with respect to Fitch with respect to such Collateral Interest within such time period,

the Issuer may retain such Collateral Interest. If either (i) the Collateral Interest was acquired in violation of such clauses

of the Eligibility Criteria, or (ii) the Issuer does not satisfy the Rating Agency Condition with respect to Fitch with respect

to such Collateral Interest within such time period, the Issuer will be required to promptly sell such Collateral Interest to the Collateral

Manager or an affiliate thereof for a cash purchase price that is at least equal to the Principal Balance thereof plus all accrued

and unpaid interest thereon.

(d)            [Reserved].

(e)            For

so long as the Acquisition Criteria are satisfied, a Defaulted Collateral Interest, Credit Risk Collateral Interest or Collateral Interest

with respect to which a Material Breach, a Material Document Defect or Combined Loan Disposition Event exists may be disposed of at any

time, following disclosure to, and approval by, the Advisory Committee, by the Collateral Manager directing the Issuer to exchange such

Collateral Interest for (1) a substitute Collateral Interest owned by the Collateral Manager or a Collateral Manager Related Party

(or in the case of any exchange resulting from a Material Breach or a Material Document Defect, the Seller) that satisfies the Eligibility

Criteria (such Collateral Interest, an “Exchange Collateral Interest”) or (2) a combination of an Exchange Collateral

Interest and Cash; provided that:

(i)            with

respect to any Defaulted Collateral Interest, the sum of (1) the Principal Balance of such Exchange Collateral Interest plus

all accrued and unpaid interest thereon plus (2) the Cash amount (if any) to be paid to the Issuer by the Collateral

Manager or an Affiliate of the Collateral Manager, in connection with such exchange, is equal to or greater than the Par Purchase Price

of the Defaulted Collateral Interest sought to be exchanged;

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(ii)            with

respect to any Credit Risk Collateral Interest:

(1)            until

the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral Interest plus

all accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager

or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than the Par Purchase Price of the

Credit Risk Collateral Interest sought to be exchanged; and

(2)            after

the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral Interest plus

all accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager

or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than the greater of (x) the Par

Purchase Price of the Credit Risk Collateral Interest sought to be exchanged and (y) the fair market value of such Credit Risk Collateral

Interest;

(iii)            with

respect to any Collateral Interest with respect to which a Material Breach or a Material Document Defect exists, the sum of (1) the

Par Purchase Price of such Exchange Collateral Interest plus (2) the cash amount (if any) to be paid to the Issuer in connection

with such exchange, is equal to or greater than the Repurchase Price; and

(iv)            with

respect to any Collateral Interest with respect to which a Combined Loan Disposition Event exists, the sum of (1) the Par Purchase

Price of such Exchange Collateral Interest plus (2) the cash amount (if any) to be paid to the Issuer in connection with such exchange,

is equal to or greater than the Par Purchase Price of such Collateral Interest.

(f)            In

addition to the above, the Holder of a Majority of the Class J Notes shall have the assignable right to purchase (i) any Defaulted

Collateral Interest for a purchase price equal to the Par Purchase Price and (ii) any Credit Risk Collateral Interest for a purchase

price equal to, (x) until the Disposition Limitation Threshold has been met, the Par Purchase Price, and (y) after the Disposition

Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee, the greater of (1) the Par

Purchase Price and (2) the fair market value thereof.

(g)            In

the event that any Notes remain Outstanding as of the Payment Date occurring six months prior to the Stated Maturity Date of the Notes,

the Collateral Manager will be required to determine whether the proceeds expected to be received on the Collateral Interests prior to

the Stated Maturity Date of the Notes will be sufficient to pay in full the principal amount of (and accrued interest on) the Notes on

the Stated Maturity Date. If the Collateral Manager determines, in its sole discretion, that such proceeds will not be sufficient to

pay the outstanding principal amount of and accrued interest on the Notes on the Stated Maturity Date of the Notes, the Issuer will,

at the direction of the Collateral Manager, be obligated to liquidate the portion of Collateral Interests sufficient to pay the remaining

principal amount of and interest on the Notes on or before the Stated Maturity Date. The Collateral Interests to be liquidated by the

Issuer will be selected by the Collateral Manager.

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(h)            Notwithstanding

anything herein to the contrary, the Collateral Manager on behalf of the Issuer shall be permitted to sell to a Permitted Subsidiary

any defaulted loan, REO Property or Sensitive Asset for consideration consisting of equity interests in such Permitted Subsidiary (or

an increase in the value of equity interests already owned).

(i)            Under

no circumstances shall the Trustee in its individual capacity be required to acquire any Collateral Interests or any property related

thereto.

(j)            Any

Collateral Interest sold pursuant to this Section 12.1 shall be released from the lien of this Indenture.

Section 12.2      Reinvestment

Collateral Interests. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, for so long as

the Acquisition Criteria are satisfied, amounts (or Eligible Investments) credited to the Reinvestment Account may, but are not required

to, be reinvested in Reinvestment Collateral Interests (which shall be, and hereby are upon acquisition by the Issuer, Granted to the

Trustee pursuant to the Granting Clause of this Indenture), that satisfy the Eligibility Criteria, as evidenced by an Officer’s

Certificate of the Collateral Manager on behalf of the Issuer delivered to the Trustee and the Note Administrator (which shall include

the Subsequent Transfer Instrument attached to such Officer’s Certificate), delivered as of the date of the commitment to purchase

such Collateral Interests.

In addition, the acquisition

by the Issuer of any Reinvestment Collateral Interest shall be conditioned upon receipt by the Note Administrator and Custodian of a

Subsequent Transfer Instrument which shall, as of the date of such transfer, (1) list the purchase price for the related Reinvestment

Collateral Interest, (2) warrant and confirm the satisfaction of the conditions precedent specified in Section 3 of the Collateral

Interest Purchase Agreement and (3) make the representations and warranties made in Section 4 of the Collateral Interest Purchase

Agreement, subject only to such exceptions, if any, as are taken by the Seller with respect to such Reinvestment Collateral Interest

(which are also set forth on such transfer instrument). In connection with any such acquisition, the Custodian shall receive the Collateral

Interest File no later than one (1) Business Day prior to the acquisition of the applicable Collateral Interest, or a bailee letter

received from origination counsel or another bailee that is issued with respect to the related Loan Documents; provided that the bailee

under the bailee letter will not be an agent of the Custodian and the Loan Documents held under bailee letter shall be delivered to the

Custodian no later than five (5) Business Days following the acquisition, along with a Subsequent Transfer Instrument in accordance

with Section 12.3, and shall review such Collateral Interest File in accordance with Section 3.3(f).

(b)            Notwithstanding

the foregoing provisions, (i) Cash on deposit in the Reinvestment Account may be invested in Eligible Investments pending investment

in Reinvestment Collateral Interests and (ii) if an Event of Default shall have occurred and be continuing, no Reinvestment Collateral

Interest may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of

Default.

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the foregoing provisions, the Holders of the Class J Notes may contribute additional Cash, Eligible Investments and/or Collateral

Interests to the Issuer so long as, in the case of Collateral Interests, any such Collateral Interests satisfy the Eligibility Criteria

and the Acquisition and Disposition Requirements at the time of such contribution, including, but not limited to, for purposes of effecting

any cure rights reserved for the holder of the Participations, pursuant to and in accordance with the terms of the related Participation

Agreement. Cash or Eligible Investments contributed to the Issuer by BSPRT Holder during the Reinvestment Period shall be credited to

the Reinvestment Account (unless BSPRT Holder directs otherwise) and may be reinvested by the Issuer in Reinvestment Collateral Interests

so long as the Acquisition Criteria are satisfied.

Section 12.3      Conditions

Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12

or Section 10.9 shall be conducted in accordance with the requirements of the Collateral Management Agreement; provided

that (1) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral

from the Collateral Manager or any of its Affiliates as principal or to sell any Collateral Interest from the Collateral to the Collateral

Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Collateral Management Agreement

and (2) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral from

any account or portfolio for which the Collateral Manager serves as investment adviser or direct the Trustee to sell any Collateral Interest

to any account or portfolio for which the Collateral Manager serves as investment adviser unless such transactions comply with the Collateral

Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance

with this clause by the other parties.

(b)            Upon

any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral Interest or

Notes shall be Granted to the Trustee pursuant to this Indenture, such Collateral Interest or Notes shall be registered in the name of

the Trustee, and, if applicable, the Trustee shall receive such Pledged Collateral Interest or Notes. The Trustee and the Note Administrator

also shall receive, not later than the date of delivery of any Collateral Interest delivered after the Closing Date, an Officer’s

Certificate of the Collateral Manager 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).

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.

Section 12.4      Modifications

to Note Protection Tests. In the event that any Rating Agency modifies the definitions or calculations relating to either of the

Note Protection Tests (each, a “Rating Agency Test Modification”), in any case in order to correspond with published

changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely

as a result of this Section 12.4 to, incorporate corresponding changes into this Indenture by an amendment or supplement

hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) if (x) in

the case of a modification of a Note Protection Test, the Rating Agency Condition is satisfied with respect to each Rating Agency then

rating any Class of Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee

and the Holders of the Notes (which notice may be included in the next regularly scheduled report to Noteholders). Any such Rating Agency

Test Modification shall be effected without execution of a supplemental indenture; provided, however, that such amendment

shall be (i) evidenced by a written instrument executed and delivered by each of the Issuer and the Collateral Manager and delivered

to the Trustee, and (ii) accompanied by delivery by the Issuer to the Trustee of an Officer’s Certificate of the Issuer (or

the Collateral Manager on behalf of the Issuer) certifying that such amendment has been made pursuant to and in compliance with this

Section 12.4.

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Section 12.5      Future

Funding Agreement. (a) The Note Administrator and the Trustee, on behalf of the Noteholders, are hereby directed by the Issuer

to (i) enter into the Future Funding Agreement and the Future Funding Reserve Account Control Agreement, pursuant to which BSPRT

Operating Partnership will agree to pledge certain collateral described therein in order to secure certain future funding obligations

of the Seller as holder of the related Future Funding Participations under the Participation Agreements and (ii) administer the

rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Reserve

Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the

Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator,

the Note Administrator shall, pursuant to the direction of the Issuer or the Special Servicer on its behalf, direct the use of funds

on deposit in the Future Funding Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note

Administrator shall have any obligation to ensure that BSPRT Operating Partnership is depositing or causing to be deposited all amounts

into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.

(b)            The

17g-5 Information Provider shall promptly post to the 17g-5 Website pursuant to Section 14.12(d) of this Indenture,

any certification with respect to the holder of the related Future Funding Participations that is delivered to it in accordance with

the Future Funding Agreement.

Section 12.6      Cross-Collateralized

and Cross-Defaulted Collateral Interests and Combined Loans. In the case of a sale, exchange or other disposition of a Collateral

Interest that is a Combined Loan, the related Mortgage Loan and the corresponding Mezzanine Loan will be required to be sold or exchanged

together.

With respect to any Collateral

Interests that are cross-collateralized and cross-defaulted with each other, if one of such Collateral Interests is to be sold or exchanged

in any manner described herein, the Issuer will be obligated to dispose of such Collateral Interest and all of the related cross-collateralized

and cross-defaulted Collateral Interests, unless the related borrower satisfies the conditions in the related Loan Documents for the

uncrossing of such Collateral Interests.

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Section 12.7      Sales

following Repurchase Request or Combined Loan Disposition Event. The Issuer may sell or exchange any Collateral Interest with respect

to which the Seller is required to repurchase such Collateral Interest pursuant to the Collateral Interest Purchase Agreement as a result

of a Material Breach or a Material Document Defect at a price equal to or greater than the Repurchase Price. With respect to any Combined

Loan or Participation in a Combined Loan, following the occurrence of a Combined Loan Disposition Event, the Issuer shall either (i) sell

such Collateral Interest at a price equal to or greater than the fair market value thereof or (ii) substitute such Collateral Interest

for an Exchange Collateral Interest or a combination of an Exchange Collateral Interest and cash; provided that the sum of (a) the

Par Purchase Price of such Exchange Collateral Interest, plus (b) the cash amount (if any) to be paid to the Issuer in connection

with such substitution, is equal to or greater than the Par Purchase Price of such affected Collateral Interest.

ARTICLE 13

NOTEHOLDERS’

RELATIONS

Section 13.1      Subordination.

(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of

the Holders of the Class A Notes, that the rights of the Holders of the Class A-S Notes, Class B Notes, Class C Notes,

Class D Notes, Class E Notes, Class F Notes, Class G Notes, Class H Notes and the Class J Notes shall be

subordinate and junior to the Class A Notes to the extent and in the manner set forth in ARTICLE 11 of this Indenture;

provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration

of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A

Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A

Notes consent, other than in Cash, before any further payment or distribution is made on account of any other Class of Notes, to

the extent and in the manner provided in Section 11.1(a)(iii).

(b)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class A-S Notes, that the rights of the Holders of the Class B Notes, Class C Notes, Class D Notes, Class E

Notes, Class F Notes, Class G Notes, Class H Notes and the Class J Notes shall be subordinate and junior to the Class A-S

Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption

Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of

an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A-S Notes shall be paid pursuant

to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A-S Notes consent, other

than in Cash, before any further payment or distribution is made on account of any of the Class B Notes, Class C Notes, Class D

Notes, Class E Notes, Class F Notes, Class G Notes, Class H Notes and the Class J Notes to the extent and in

the manner provided in Section 11.1(a)(iii).

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in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class B Notes, that the rights of the Holders of the Class C Notes, Class D Notes, Class E Notes, Class F Notes,

Class G Notes, Class H Notes and the Class J Notes shall be subordinate and junior to the Class B Notes to the extent

and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment

Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default,

all accrued and unpaid interest on and outstanding principal on the Class B Notes shall be paid pursuant to Section 11.1(a)(iii) in

full in Cash or, to the extent 100% of Holders of the Class B Notes consent, other than in Cash, before any further payment or distribution

is made on account of any of the Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class G Notes,

Class H Notes and the Class J Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(d)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class C Notes, that the rights of the Holders of the Class D Notes, Class E Notes, Class F Notes, Class G Notes,

Class H Notes and the Class J Notes shall be subordinate and junior to the Class C Notes to the extent and in the manner

set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result

of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and

unpaid interest on and outstanding principal on the Class C Notes shall be paid pursuant to Section 11.1(a)(iii) in

full in Cash or, to the extent 100% of Holders of the Class C Notes consent, other than in Cash, before any further payment or distribution

is made on account of any of the Class D Notes, Class E Notes, Class F Notes, Class G Notes, Class H Notes and

the Class J Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(e)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class D Notes, that the rights of the Holders of the Class E Notes, Class F Notes, Class G Notes, Class H Notes

and the Class J Notes shall be subordinate and junior to the Class D Notes to the extent and in the manner set forth in Article 11

of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation

of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding

principal on the Class D Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent

100% of Holders of the Class D Notes consent, other than in Cash, before any further payment or distribution is made on account

of any of the Class E Notes, Class F Notes, Class G Notes, Class H Notes and the Class J Notes to the extent

and in the manner provided in Section 11.1(a)(iii).

(f)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class E Notes, that the rights of the Holders of the Class F Notes, Class G Notes, Class H Notes and the Class J

Notes shall be subordinate and junior to the Class E Notes to the extent and in the manner set forth in Article 11 of

this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of

the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal

on the Class E Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders

of the Class E Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class F

Notes, Class G Notes, Class H Notes and the Class J Notes to the extent and in the manner provided in Section 11.1(a)(iii).

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(g)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class F Notes, that the rights of the Holders of the Class G Notes, Class H Notes and the Class J Notes shall be

subordinate and junior to the Class F Notes to the extent and in the manner set forth in Article 11 of this Indenture;

provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration

of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class F

Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class F

Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class G Notes, Class H

Notes and the Class J Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(h)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class G Notes, that the rights of the Holders of the Class H Notes and the Class J Notes shall be subordinate and junior

to the Class G Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that

on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following

the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class G Notes shall be

paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class G Notes consent,

other than in Cash, before any further payment or distribution is made on account of any of the Class H Notes and the Class J

Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(i)            Anything

in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the

Class H Notes, that the rights of the Holders of the Class J Notes shall be subordinate and junior to the Class H Notes

to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and

each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event

of Default, all accrued and unpaid interest on and outstanding principal on the Class H 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 H Notes consent, other than in Cash, before any further payment or distribution

is made on account of any of the Class J Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(j)             In

the event that notwithstanding the provisions of this Indenture, any Holders of any Class of Notes shall have received any payment

or distribution in respect of such Class contrary to the provisions of this Indenture, then, unless and until all accrued and unpaid

interest on and outstanding principal of all more senior Classes of Notes have been paid in full in accordance with this Indenture, such

payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the

Note Administrator, which shall pay and deliver the same to the Holders of the more senior Classes of Notes in accordance with this Indenture.

(k)            Each

Holder of any Class of Notes agrees with the Note Administrator on behalf of the Secured Parties that such Holder shall not demand,

accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including Section 11.1(a) and

this Section 13.1; provided, however, that after all accrued and unpaid interest on, and principal of, each

Class of Notes senior to such Class have been paid in full, the Holders of such Class of Notes shall be fully subrogated

to the rights of the Holders of each Class of Notes senior thereto. Nothing in this Section 13.1 shall affect the obligation

of the Issuer to pay Holders of such Class of Notes any amounts due and payable hereunder.

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(l)             The

Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join any other person

in instituting against, the Issuer or any Permitted Subsidiary, any petition for bankruptcy, winding up, reorganization, arrangement,

moratorium, liquidation or similar proceedings under the laws of any jurisdiction before one year and one day or, if longer, the applicable

preference period then in effect and one day, have elapsed since the final payments to the Holders of the Notes.

Section 13.2      Standard

of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Noteholder under

this Indenture, a Noteholder or Noteholders 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 Noteholder, the Issuer, or any other Person, except for any liability to which such Noteholder may be subject to the extent

the same results from such Noteholder’s taking or directing an action, or failing to take or direct an action, in bad faith or

in violation of the express terms of this Indenture.

ARTICLE 14

MISCELLANEOUS

Section 14.1      Form of

Documents Delivered to the Trustee and Note Administrator. In any case where several matters are required to be certified by, or

covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion

of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion

with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion

as to such matters in one or several documents.

Any certificate or opinion

of an Authorized Officer of the Issuer 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 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 Collateral Manager or any other Person, stating that the information with respect

to such factual matters is in the possession of the Issuer, the Collateral Manager or such other Person, unless such Authorized Officer

of the 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 Servicer on behalf of the Issuer, certifying as to the factual matters that form a basis

for such Opinion of Counsel and stating that the information with respect to such matters is in the possession of the Issuer or the Collateral

Manager on behalf of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters

are erroneous.

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Where any Person is required

to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under

this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture

it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking

of any action by the Trustee or the Note Administrator at the request or direction of the Issuer, then notwithstanding that the satisfaction

of such condition is a condition precedent to the Issuer’s rights to make such request or direction, the Trustee or the Note Administrator

shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation

of such Default or Event of Default as provided in Section 6.1(g).

Section 14.2      Acts

of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this

Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor

signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such

action shall become effective when such instrument or instruments are delivered to the Trustee and the Note Administrator, and, where

it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced

thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments.

Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture

and conclusive in favor of the Trustee, the Note Administrator, the Issuer, if made in the manner provided in this Section 14.2.

(b)            The

fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee or the Note

Administrator deems sufficient.

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. Notwithstanding the foregoing, the Trustee and Note Administrator may conclusively rely on an Investor Certification to determine

ownership of any Notes.

(d)            Any

request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder shall bind such Noteholder (and

any transferee thereof) of such Note and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof,

in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator or the Issuer in reliance thereon,

whether or not notation of such action is made upon such Note.

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Section 14.3      Notices, etc.,

to the Trustee, the Note Administrator, the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Placement Agents, the

Collateral Manager, the Custodian and the Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver

or Act of Noteholders 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 Noteholder or by the Note Administrator, the Collateral Manager, the 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 Wilmington Trust, National

Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee – BSPRT 2026-FL13, Facsimile number:

(302) 636-6196, with a copy by email to cmbstrustee@wilmingtontrust.com, or at any other address previously furnished in writing to the

parties hereto and the Servicing Agreement, and to the Noteholders;

(b)            the

Note Administrator by the Trustee, the Collateral Manager or by any Noteholder shall be sufficient for every purpose hereunder (unless

otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier

service or by facsimile in legible form, to the Note Administrator addressed to it at Computershare Trust Company, National Association,

Computershare Corporate Trust, 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Computershare Corporate Trust –

BSPRT 2026-FL13, with a copy by email to: trustadministrationgroup@computershare.com and CCTCREBondAdmin@computershare.com, and with

respect to any certification sent in connection with the EU/UK Transparency Requirements, to CCTEURRCompliance@computershare.com, or

at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Noteholders;

Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Noteholder 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 in c/o Corporation Service Company, 251 Little Falls Drive,

Wilmington, Delaware 19808, Attention: Donald J. Puglisi, facsimile number: (302) 738-7210, or at any other address previously furnished

in writing to the Trustee and the Note Administrator by the Issuer, with a copy to the General Special Servicer at its address set forth

below;

(d)            the

Advancing Agent by the Trustee, the Collateral Manager, the Note Administrator, the Issuer shall be sufficient for every purpose hereunder

(unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight

courier service or by facsimile in legible form, to the Advancing Agent addressed to it at Benefit Street Partners Realty Operating Partnership,

L.P., c/o Franklin BSP Realty Trust, Inc., 1 Madison Avenue, Suite 1600, New York, NY 10010, Attention: Micah Goodman, with

a copy to Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners L.L.C., 1 Madison Avenue, Suite 1600,

New York, NY 10010, and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention:

Jeffrey Rotblat, or at any other address previously furnished in writing to the Trustee, the Note Administrator, and the Issuer, with

a copy to the General Special Servicer at its address set forth below;

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(e)            the

Servicer by the Issuer, the Collateral Manager, the Note Administrator or the Trustee shall be sufficient for every purpose hereunder

if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form,

to the Servicer addressed to it at NewPoint Real Estate Capital LLC, 5800 Tennyson Parkway, Suite 200, Plano, Texas 75024, Attention:

Servicing Department, Email: servicing@newpoint.com, with a copy to NewPoint Real Estate Capital LLC, 5800 Tennyson Parkway, Suite 200,

Plano, Texas 75024, Attention: Legal Department, Email: multifamily_legal@newpoint.com, or at any other address previously furnished

in writing to the Issuer, the Note Administrator and the Trustee;

(f)             the

General Special Servicer by the Issuer, the Collateral Manager, the Note Administrator, or the Trustee shall be sufficient for every

purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile

in legible form, to the General Special Servicer addressed to it at BSP Special Servicer, LLC, 1 Madison Avenue, Suite 1600, New

York, NY 10010, Attention: Tanya Molova, Email: t.molova@bspcredit.com, with a copy to Benefit Street Partners L.L.C., 1 Madison Avenue,

Suite 1600, New York, NY 10010, Attention: Micah Goodman, General Counsel, Email: m.goodman@bspcredit.com, with a copy to Cadwalader,

Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any other address

previously furnished in writing to the Issuer, the Note Administrator and the Trustee;

(g)            the

Affiliated Loan Special Servicer by the Issuer, the Collateral Manager, the Note Administrator, or the Trustee shall be sufficient for

every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by

facsimile in legible form, to the Affiliated Loan Special Servicer addressed to it at Situs Holdings, LLC, 5065 Westheimer Road, Suite 700E,

Houston, Texas 77056, Attention: Managing Director, Email: SSNotices@situsamc.com, with a copy to Situs Group, LLC, 5065 Westheimer Road,

Suite 700E, Houston, Texas 77056, Attention: Legal Department, Email: legal@situsamc.com, or at any other address previously furnished

in writing to the Issuer, the Note Administrator and the Trustee;

(h)            the

Rating Agencies, by the Issuer, the Collateral Manager, the Servicer, the Note Administrator or the Trustee shall be sufficient for every

purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered,

sent by overnight courier service or by facsimile in legible form, to the Rating Agencies addressed to them at (i) Fitch Investors

Service, Inc., 300 West 57th Street, New York, New York 10019, Attention: Commercial Mortgage Surveillance Group, (or by electronic

mail at info.cmbs@fitchratings.com) and (ii) Kroll Bond Rating Agency, Inc., 805 Third Avenue, New York, New York 10022, Attention:

CMBS Surveillance (or by electronic mail at cmbssurveillance@kbra.com), or such other address that any Rating Agency shall designate

in the future; provided that any request, demand, authorization, direction, order, notice, consent, waiver or Act of Noteholders

or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with the Rating Agencies

(“17g-5 Information”) shall be given in accordance with, and subject to, the provisions of Section 14.12

hereof;

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(i)             JPMS,

as a Placement Agent, by the Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient

for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service

or by facsimile in legible form to J.P. Morgan Securities LLC, 270 Park Avenue, 4th Floor, New York, New York 10017, Attention: SPG Legal,

e-mail: US_CMBS_Notice@jpmorgan.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(j)             ATLAS

SP, as a Placement Agent, by the Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient

for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service

or by facsimile in legible form to ATLAS SP Securities, a division of Apollo Global Securities, LLC, 151 West 42nd Street, 5th Floor,

New York, New York 10036, Attention: Julia Powell, Email: julia.powell@atlas-sp.com, cre.notices@atlas-sp.com and list.atlas-spgeneralcounsel-internal@atlas-sp.com,

with a copy to Apollo Global Securities, LLC, 9 West 57th Street, 41st Floor, New York, New York 10019, Email: AGSNotices@apollo.com,

or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(k)            Barclays,

as a Placement Agent, by the Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient

for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service

or by facsimile in legible form to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Schmidt, e-mail:

CMBSsecuritization@barclays.com, with a copy by email to: SPLegalNotices@barclays.com, or at any other address furnished in writing to

the Issuer, the Note Administrator and the Trustee;

(l)             Citigroup,

as a Placement Agent, by the Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient

for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service

or by facsimile in legible form to Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention:

Raul Orozco, Fax number: (347) 394-0898, with a copy to: Citigroup Global Markets Inc., 388 Greenwich Street, 6th Floor, Attention: Richard

Simpson, Fax number: (646) 328-2943, Email: richard.simpson@citi.com, with a copy to: Citigroup Global Markets Inc., 388 Greenwich Street,

17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, Fax number: (646) 862-8988, Email: ryan.m.oconnor@citi.com,

and with electronic copies emailed to richard.simpson@citi.com and ryan.m.oconnor@citi.com, or at any other address furnished in writing

to the Issuer, the Note Administrator and the Trustee;

(m)            WFS,

as a Placement Agent, by the Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient

for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service

or by facsimile in legible form to Wells Fargo Securities, LLC, 30 Hudson Yards, New York, New York 10001, Attention: A.J. Sfarra, Email:

Anthony.sfarra@wellsfargo.com, with a copy to CMBSNOTICES@wellsfargo.com, or at any other address furnished in writing to the Issuer,

the Note Administrator and the Trustee;

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(n)            the

Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,

sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at BSPRT 2026-FL13 Holder,

LLC, c/o Benefit Street Partners Realty Operating Partnership, L.P., c/o Franklin BSP Realty Trust, Inc., 1 Madison Avenue, Suite 1600,

New York, NY 10010, Attention: Micah Goodman, with a copy to BSPRT 2026-FL13 Holder, LLC, c/o Benefit Street Partners L.L.C., 1 Madison

Avenue, Suite 1600, New York, NY 10010, Attention: Asset Management, e-mail: am@bspcredit.com, and a copy to Cadwalader, Wickersham &

Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any other address furnished in writing to the

Issuer, the Note Administrator and the Trustee; and

(o)            the

EU/UK Reporting Administrator, shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid

hand delivered, sent by overnight courier service or by facsimile in legible form to Situs Real LLC, 150 East 52nd Street, Suite 4002,

New York, New York 10022, with a copy via email to: parkerumsted@situsamc.com and legal@situs.com.

In the event that any provision

in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee's

receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other Person

unless otherwise expressly specified herein.

Notwithstanding any provision

to the contrary contained herein or in any agreement or document related thereto, any report, statement or other information required

to be provided by the Issuer, Note Administrator, the Trustee or Collateral Manager may be provided by providing access to a website

containing such information, including the Note Administrator’s Website.

Any reference herein to information

being provided "in writing" shall be deemed to include each permitted method of delivery specified in subclause (a) above.

The

Trustee, the Note Administrator and the Custodian shall be entitled to accept and act upon instructions or directions pursuant to this

Indenture or any documents executed in connection herewith sent by Electronic Means; provided, however, that any person providing such

instructions or directions shall provide to the Trustee, the Note Administrator or the Custodian, as applicable, an incumbency certificate

listing Authorized Officers designated to provide such instructions or directions (including the email addresses of such persons) and

containing specimen signatures of such Authorized officers, which incumbency certificate shall be amended whenever a person is added

or deleted from the listing. If such person elects to give the Trustee, the Note Administrator or the Custodian instructions using Electronic

Means and the Trustee, the Note Administrator or the Custodian, as applicable, in its discretion elects to act upon such instructions,

the Trustee’s, the Note Administrator’s or the Custodian’s, as applicable reasonable understanding of such instructions

shall be deemed controlling. Each party understands and agrees that the Trustee, the Note Administrator and the Custodian cannot determine

the identity of the actual sender of such instructions and that the Trustee, the Note Administrator and the Custodian shall conclusively

presume that directions that purport to have been sent by a person listed on the incumbency certificate provided to the Trustee, the

Note Administrator and the Custodian have been sent by such listed person. Each instructing party shall be responsible for ensuring that

only Authorized Officers transmit such instructions to the Trustee, the Note Administrator and the Custodian and that such party and

all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords

and/or authentication keys upon receipt by such party. The Trustee, the Note Administrator and the Custodian shall not be liable for

any losses, costs or expenses arising directly or indirectly from the Trustee’s, the Note Administrator’s or the Custodian’s

reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent

written instruction. Any person providing such instructions or directions (i) agrees to assume all risks arising out of the use

of Electronic Means to submit instructions and directions to the Trustee, the Note Administrator and the Custodian, including without

limitation the risk of the Trustee, the Note Administrator and the Custodian acting on unauthorized instructions, and the risk of interception

and misuse by third parties, (ii) acknowledges and agrees that there may be more secure methods of transmitting such instructions

than the method(s) selected by it, (iii) agrees that the security procedures (if any) to be followed in connection with its

transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances

and (iv) agrees to notify the Trustee, the Note Administrator and the Custodian immediately upon learning of any compromise or unauthorized

use of the security procedures. For purposes of the foregoing, “Electronic Means” shall mean the following communications

methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication

keys issued by the Trustee, the Note Administrator or the Custodian, or another method or system specified by the Trustee, the Note Administrator

or the Custodian as available for use in connection with its services hereunder.

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Section 14.4      Notices

to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture or the Servicing Agreement provides for

notice to Holders of Notes of any event,

(a)            such

notice shall be sufficiently given to Holders of Notes if in writing and mailed, first class postage prepaid, to each Holder of a Note

affected by such event, at the address of such Holder as it appears in the Notes Register, not earlier than the earliest date and not

later than the latest date, prescribed for the giving of such notice; and

(b)            such

notice shall be in the English language.

The Note Administrator shall

deliver to the Holders of the Notes any information or notice in its possession, requested to be so delivered by at least 25% of the

Holders of any Class of Notes.

Neither the failure to mail

any notice, nor any defect in any notice so mailed, to any particular Holder of a Note shall affect the sufficiency of such notice with

respect to other Holders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall

be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Note

Administrator and shall constitute sufficient notification to such Holders of Notes for every purpose hereunder.

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Where this Indenture provides

for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after

the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee and

with the Note Administrator, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon

such waiver.

In the event that, by reason

of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical

to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then

any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed to be a sufficient

giving of such notice.

Notwithstanding any provision

to the contrary in this Indenture or in any agreement or document related hereto, any information or documents (including, without limitation

reports, notices or supplemental indenture) required to be provided by the Collateral Manager, Trustee or Note Administrator to Holders

pursuant to Section 14.4 may be provided by providing notice of, and access to, the Note Administrator’s Website containing

such information or document.

Section 14.5      Effect

of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience

only and shall not affect the construction hereof.

Section 14.6      Successors

and Assigns. All covenants and agreements in this Indenture by the Issuer 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 Notes, expressed or implied, shall give to any Person, other than (i) the

parties hereto and their successors hereunder and (ii) the Servicer, the Special Servicer, the Collateral Manager and the Noteholders

(each of whom shall be an express third party beneficiary hereunder), any benefit or any legal or equitable right, remedy or claim under

this Indenture.

Section 14.9      Governing

Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF

NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE PARTIES HERETO HEREBY WAIVE,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,

WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 14.10      Submission

to Jurisdiction. The Issuer hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or federal court sitting

in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture,

and each of the Issuer 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. The 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. The 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

agent set forth in Section 7.2. The Issuer agrees that a final judgment in any such action or proceeding shall be conclusive

and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 14.11      Counterparts.

This Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when

taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”

and words of like import as used above and elsewhere in this Indenture or in any other certificate, agreement or document related to

this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile

or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation,

any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted

by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation,

any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal

effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent

permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic

Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic

Transactions Act or the Uniform Commercial Code. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability

with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have

no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. The Trustee and Note Administrator shall have

no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively

rely on any such electronic signature without any liability with respect thereto.

Section 14.12      17g-5

Information. (a) The Issuer shall comply with their obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”),

by their or their agent’s posting on the 17g-5 Website, no later than the time such information is provided to the Rating Agencies,

all information that the Issuer or other parties on its behalf, including the Trustee, the Note Administrator, the Servicer and the Special

Servicer, provide to the Rating Agencies for the purposes of determining the initial credit rating of the Notes or undertaking credit

rating surveillance of the Notes (the “17g-5 Information”); provided that no party other than the Issuer, the

Trustee, the Note Administrator, the Servicer or the Special Servicer may provide information to the Rating Agencies on the Issuer’s

behalf without the prior written consent of the Special Servicer. At all times while any Notes are rated by any Rating Agency or any

other NRSRO, the Issuer shall engage a third party to post 17g-5 Information to the 17g-5 Website. The Issuer hereby engages the Note

Administrator (in such capacity, the “17g-5 Information Provider”), to post 17g-5 Information it receives from the

Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer to the 17g-5 Website in accordance with this Section 14.12,

and the Note Administrator hereby accepts such engagement.

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(b)            Any

information required to be delivered to the 17g-5 Information Provider by any party under this Indenture or the Servicing Agreement shall

be delivered to it via electronic mail at 17g5informationprovider@computershare.com, specifically with a subject reference of “17g-5

– BSPRT 2026-FL13 Issuer, LLC” and an identification of the type of information being provided in the body of such electronic

mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established

or approved by the 17g-5 Information Provider.

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@computershare.com, specifically with a subject reference of “17g-5 – BSPRT 2026-FL13 Issuer,

LLC” and an identification of the type of information being provided in the body of the email, or via any alternate email address

following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as

may be necessary or beneficial; provided that such information is not locked or corrupted and is otherwise received in a readable

and uploadable format:

(i)             any

statements as to compliance and related Officer’s Certificates delivered under Section 7.9;

(ii)            any

information requested by the Issuer or the Rating Agencies (it being understood the 17g-5 Information Provider shall not disclose on

the Note Administrator’s Website which Rating Agencies requested such information as provided in Section 14.12);

(iii)           any

notice to the Rating Agencies relating to the Special Servicer’s determination to take action without satisfaction of the Rating

Agency Condition;

(iv)           any

requests for satisfaction of the Rating Agency Condition that are delivered to the 17g-5 Information Provider pursuant to Section 14.13;

(v)            any

summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 14.12(c);

provided that the summary of such oral communications shall not disclose which Rating Agencies the communication was with;

(vi)           any

amendment or proposed supplemental indenture to this Indenture pursuant to Section 8.3; and

(vii)          the

“Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.12(d).

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The foregoing information shall

be made available by the 17g-5 Information Provider on the 17g-5 Website or such other website as the Issuer may notify the parties hereto

in writing.

(d)            Information

shall be posted on the same Business Day of receipt; provided that such information is received by 12:00 p.m. (Eastern

Time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty

to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction,

or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error,

the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee) has not obtained and

shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Website to the extent such information was

not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt of an NRSRO Certification in the

form of Exhibit O hereto (which certification may be submitted electronically via the 17g-5 Website).

(e)            Upon

request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional information requested

by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance

with this Section 14.12. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Website the Rating Agency

or NRSRO that requested such additional information.

(f)            The

17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Website in respect

of the transaction governed by this Indenture each time an additional document is posted to the 17g-5 Website.

(g)            Any

other information required to be delivered to the Rating Agencies pursuant to this Indenture shall be furnished to the Rating Agencies

only after the earlier of (x) receipt of confirmation (which may be by email) from the 17g-5 Information Provider that such information

has been posted to the 17g-5 Website and (y) two (2) Business Days after such information has been delivered to the 17g-5 Information

Provider in accordance with this Section 14.12.

(h)            Notwithstanding

anything to the contrary in this Indenture, a breach of this Section 14.12 shall not constitute a Default or Event of Default.

(i)            If

any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party due

diligence services such party may have provided with respect to the Collateral Interests (“Due Diligence Service Provider”),

such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the

17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly

from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt thereof.

Section 14.13      Rating

Agency Condition. Any request for satisfaction of the Rating Agency Condition made by a Requesting Party pursuant to this Indenture,

shall be made in writing, which writing shall contain a cover page indicating the nature of the request for satisfaction of the

Rating Agency Condition, and shall contain all back-up material necessary for the Rating Agencies to process such request. Such written

request for satisfaction of the Rating Agency Condition shall be provided in electronic format to the 17g-5 Information Provider in accordance

with Section 14.12 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 Rating Agency Condition to the Rating Agencies in accordance with the instructions for notices set forth in Section 14.12

hereof.

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Section 14.14      Patriot

Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking

institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”),

the Trustee, the Note Administrator and the Custodian may be required to obtain, verify and record certain information relating to individuals

and entities which maintain a business relationship with the Trustee, the Note Administrator or the Custodian, as the case may be. Accordingly,

each of the parties agrees to provide to the Trustee, the Note Administrator and the Custodian, upon its request from time to time, such

identifying information and documentation as may be available for such party in order to enable the Trustee, the Note Administrator and

the Custodian, as applicable, to comply with Applicable Law.

Section 14.15      Merger,

Conversion, Consolidation or Succession to Business of Custodian. Any corporation or banking association into which the Custodian

may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger,

conversion or consolidation to which the Custodian shall be a party, or any corporation or banking association succeeding to all or substantially

all of the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper

or any further act on the part of any of the parties hereto.

Section 14.16      Rights

and Protections of the Custodian. The Custodian shall be entitled to all of the same rights, protections, immunities and indemnities

afforded to the Trustee and the Note Administrator under this Indenture (provided that nothing herein shall be construed to impose upon

such Person any prudent person standard of the Trustee).

ARTICLE 15

ASSIGNMENT

OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS

Section 15.1      Assignment

of Collateral Interest Purchase Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and as security

for the Secured Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions hereof,

hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and to be exercised

on behalf of the Issuer by persons responsible therefor pursuant to this Indenture and the Servicing Agreement), all of the Issuer’s

estate, right, title and interest in, to and under the Collateral Interest Purchase Agreement (now or hereafter entered into) (an “Article 15

Agreement”), including, without limitation, (i) the right to give all notices, consents and releases thereunder, (ii) the

right to give all notices of termination and to take any legal action upon the breach of an obligation of the Seller or Collateral Manager

thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive

all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever

that the Issuer is or may be entitled to do thereunder; provided, however, that the Issuer reserves for itself a license

to exercise all of the Issuer’s rights pursuant to the Article 15 Agreement without notice to or the consent of the Trustee

or any other party hereto (except as otherwise expressly required by this Indenture, including, without limitation, as set forth in Section 15.1(f))

which license shall be and is hereby deemed to be automatically revoked upon the occurrence of an Event of Default hereunder until such

time, if any, that such Event of Default is cured or waived.

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(b)            The

assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish

the obligations of the Issuer under the provisions of each of the Article 15 Agreement, nor shall any of the obligations contained

in each of the Article 15 Agreement be imposed on the Trustee.

the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein

assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of

the Trustee in, to and under each of the Article 15 Agreement shall revert to the Issuer and no further instrument or act shall

be necessary to evidence such termination and reversion.

(d)            The

Issuer represents that it has not executed any assignment of the Article 15 Agreement other than this collateral assignment.

(e)            The

Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment or

make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute all instruments

of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may specify.

(f)            The

Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller in the Collateral Interest Purchase Agreement

to the following:

(i)            the

Seller consents to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly

applicable to the Seller pursuant to the applicable Article 15 Agreement;

(ii)            the

Seller acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the Collateral Interest

Purchase Agreement to the Trustee for the benefit of the Noteholders, and the Seller agrees that all of the representations, covenants

and agreements made by the Seller in the Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the

Noteholders;

(iii)            the

Seller shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or

required to be delivered to the Issuer pursuant to the applicable Article 15 Agreement;

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(iv)            none

of the Issuer or the Seller shall enter into any agreement amending, modifying or terminating the applicable Article 15 Agreement,

(other than in respect of an amendment or modification to cure any inconsistency, ambiguity or manifest error) or selecting or consenting

to a successor without notifying the Rating Agencies and without the prior written consent and written confirmation of the Rating Agencies

that such amendment, modification or termination will not cause its then-current ratings of the Notes to be downgraded or withdrawn;

(v)           except

as otherwise set forth herein and therein (including, without limitation, pursuant to Section 12 of the Collateral Management Agreement),

the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement, notwithstanding that

the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were

not then available hereunder to pay such amounts pursuant to the Priority of Payments. The Collateral Manager agrees not to cause the

filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable to the Collateral Manager

under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture and the expiration of a

period equal to the applicable preference period under the Bankruptcy Code plus ten days following such payment; and

(vi)           the

Collateral Manager irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough

of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture, and the Collateral

Manager irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State

or federal court. The Collateral Manager irrevocably waives, to the fullest extent it may legally do so, the defense of an inconvenient

forum to the maintenance of such action or proceeding. The Collateral Manager irrevocably consents to the service of any and all process

in any action or Proceeding by the mailing by certified mail, return receipt requested, or delivery requiring signature and proof of

delivery of copies of such initial process to it at Benefit Street Partners L.L.C., c/o Franklin BSP Realty Trust, Inc., 1 Madison

Avenue, Suite 1600, New York, NY 10010, Attention: Micah Goodman. The Collateral Manager agrees that a final and non-appealable

judgment by a court of competent jurisdiction in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law.

ARTICLE 16

CURE

RIGHTS; PURCHASE RIGHTS

Section 16.1      [Reserved]

Section 16.2      Collateral

Interest Purchase Agreements. Following the Closing Date, unless a Collateral Interest Purchase Agreement is necessary to comply

with the provisions of this Indenture, the Issuer may acquire Collateral Interests in accordance with customary settlement procedures

in the relevant markets. In any event, the Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain from any seller of

a Collateral Interest, all Asset Documents with respect to each Collateral Interest that govern, directly or indirectly, the rights and

obligations of the owner of the Collateral Interest with respect to the Collateral Interest and any certificate evidencing the Collateral

Interest.

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Section 16.3      Operating

Advisor. If the Issuer, as holder of a Participation has the right pursuant to the related Asset Documents to appoint the operating

advisor, directing holder or Person serving a similar function under the Asset Documents, each of the Issuer, the Trustee and the Collateral

Manager shall take such actions as are reasonably necessary to appoint the Collateral Manager to such position.

Section 16.4      Purchase

Right; Holder of a Majority of the Class J Notes. If the Issuer, as holder of a Participation, has the right pursuant to the

related Asset Documents to purchase any other interest in the same Participated Loan as the Participation (an “Other Tranche”),

the Issuer shall, if directed by the Holder of a Majority of the Class J Notes, exercise such right, if the Collateral Manager determines,

in accordance with the Collateral Management Standard, that the exercise of the option would be in the best interest of the Noteholders,

but shall not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee

an Officer’s Certificate certifying such determination, accompanied by an Act of the Holder of a Majority of the Class J Notes

directing the Issuer to exercise such right. In connection with the purchase of any such Other Tranche(s), the Issuer shall assign to

the Holder of a Majority of the Class J Notes or its designee all of its right, title and interest in such Other Tranche(s) in

exchange for a purchase price (such price and any other associated expense of such exercise to be paid by the Holder of a Majority of

the Class J Notes) of the Other Tranche(s) (or, if the Asset Documents permit, the Issuer may assign the purchase right to

the Holder of a Majority of the Class J Notes or its designee; otherwise the Holder of a Majority of the Class J Notes or its

designee shall fund the purchase by the Issuer, which shall then assign the Other Tranche(s) to the Holder of a Majority of the

Class J Notes or its designee), which amount shall be delivered by such Holder or its designee from its own funds to or upon the

instruction of the Collateral Manager in accordance with terms of the Asset Documents related to the acquisition of such Other Tranche(s).

The Issuer shall execute and deliver at the direction of such Holder of a Majority of the Class J Notes such instruments of transfer

or assignment prepared by such Holder, in each case without recourse, as shall be necessary to transfer title to such Holder of the Majority

of the Class J Notes or its designee of the Other Tranche(s) and the Trustee shall have no responsibility with regard to such

Other Tranche(s). Notwithstanding anything to the contrary herein, any Other Tranche purchased hereunder by the Issuer shall not be subject

to the Grant to the Trustee under the Granting Clauses.

ARTICLE 17

ADVANCING

AGENT

Section 17.1      Liability

of the Advancing Agent. The Advancing Agent shall be liable in accordance herewith only to the extent of the obligations specifically

imposed upon and undertaken by the Advancing Agent.

Section 17.2      Merger

or Consolidation of the Advancing Agent. (a) The Advancing Agent will keep in full effect its existence, rights and franchises

as a corporation under the laws of the jurisdiction in which it was formed, and will obtain and preserve its qualification to do business

as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability

of this Indenture to perform its duties under this Indenture.

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(b)            Any

Person into which the Advancing Agent may be merged or consolidated, or any corporation resulting from any merger or consolidation to

which the Advancing Agent shall be a party, or any Person succeeding to the business of the Advancing Agent shall be the successor of

the Advancing Agent, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,

anything herein to the contrary notwithstanding (it being understood and agreed by the parties hereto that the consummation of any such

transaction by the Advancing Agent shall have no effect on the Backup Advancing Agent’s obligations under Section 10.6,

which obligations shall continue pursuant to the terms of Section 10.6).

Section 17.3      Limitation

on Liability of the Advancing Agent and Others. None of the Advancing Agent or any of its affiliates, directors, officers, employees

or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to

this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Advancing Agent

against liability to the Issuer or Noteholders for any breach of warranties or representations made herein or any liability which would

otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent

disregard of obligations and duties hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent

may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising

hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent shall be indemnified by the Issuer

pursuant to the priorities set forth in Section 11.1(a) and held harmless against any loss, liability or expense incurred

in connection with any legal action relating to this Indenture or the Notes, other than any loss, liability or expense (i) specifically

required to be borne by the Advancing Agent pursuant to the terms hereof or otherwise incidental to the performance of obligations and

duties hereunder (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Indenture); or (ii) incurred

by reason of any breach of a representation, warranty or covenant made herein, any misfeasance, bad faith or negligence by the Advancing

Agent in the performance of or negligent disregard of, obligations or duties hereunder or any violation of any state or federal securities

law.

Section 17.4      Representations

and Warranties of the Advancing Agent. The Advancing Agent represents and warrants that:

(a)            the

Advancing Agent (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware,

(ii) has full power and authority to own the Advancing Agent’s Collateral and to transact the business in which it is currently

engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Advancing Agent’s

ownership or lease of property or the conduct of the Advancing Agent’s business requires, or the performance of this Indenture

would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect

on the business, operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform

its obligations under, or on the validity or enforceability of, the provisions of this Indenture applicable to the Advancing Agent;

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(b)            the

Advancing Agent has full power and authority to execute, deliver and perform this Indenture; this Indenture has been duly authorized,

executed and delivered by the Advancing Agent and constitutes a legal, valid and binding agreement of the Advancing Agent, enforceable

against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency,

reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general

principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

the execution and delivery of this Indenture nor the performance by the Advancing Agent of its duties hereunder conflicts with or will

violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the Articles

of Incorporation and bylaws of the Advancing Agent, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note

agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Advancing

Agent is a party or is bound, (iii) any law, decree, order, rule or regulation applicable to the Advancing Agent of any court

or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Advancing Agent or

its properties, and which would have, in the case of any of (i), (ii) or (iii) of this Section 17.4(c), either

individually or in the aggregate, a material adverse effect on the business, operations, Collateral or financial condition of the Advancing

Agent or the ability of the Advancing Agent to perform its obligations under this Indenture;

(d)            no

litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent that would materially

and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing Agent to perform any

of its obligations under this Indenture in accordance with the terms hereof; and

(e)            no

consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other

Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been duly made or obtained.

Section 17.5      Resignation

and Removal; Appointment of Successor. (a) No resignation or removal of the Advancing Agent and no appointment of a successor

Advancing Agent pursuant to this ARTICLE 17 shall become effective until the acceptance of appointment by the successor Advancing

Agent under Section 17.6.

(b)            The

Advancing Agent may, subject to Section 17.5(a), resign at any time by giving written notice thereof to the Issuer, the Collateral

Manager, the Note Administrator, the Trustee, the Servicer, the Noteholders and the Rating Agencies.

Advancing Agent may be removed at any time by Act of Supermajority of the Class J Notes upon written notice delivered to the Trustee

and to the Issuer.

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(d)            If

the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a Nonrecoverable

Interest Advance, (i) the Advancing Agent will be in default under this Indenture, (ii) the Backup Advancing Agent will be

required to make such Interest Advance, (iii) if the Backup Advancing Agent fails to make such Interest Advance, the Trustee shall

be required to make such Interest Advance, subject to a recoverability determination and (iv) the Note Administrator shall terminate

such Advancing Agent and use commercially reasonable efforts for up to 90 days following such termination to replace such Advancing Agent

with a successor Advancing Agent, subject to the satisfaction of the Rating Agency Condition. Following the termination of the Advancing

Agent, the Backup Advancing Agent will be required to make Interest Advances until a successor advancing agent is appointed.

(e)            Subject

to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignation or removal,

the Issuer shall promptly appoint a successor advancing agent by written instrument, in duplicate, executed by an Authorized Officer

of the Issuer, one copy of which shall be delivered to the Advancing Agent so resigning and one copy to the successor Advancing Agent,

together with a copy to each Noteholder, the Collateral Manager, the Trustee, the Note Administrator, the Servicer and the Special Servicer;

provided that such successor Advancing Agent shall be appointed only subject to satisfaction of the Rating Agency Condition, upon

the written consent of a Majority of the Class J Noteholders. If no successor Advancing Agent shall have been appointed and an instrument

of acceptance by a successor Advancing Agent shall not have been delivered to the Advancing Agent within 30 days after the giving

of such notice of resignation, the resigning Advancing Agent, the Trustee, the Note Administrator, or any Class J Noteholder, 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 shall give prompt notice of each resignation and each removal of the Advancing Agent and each appointment of a successor Advancing

Agent by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the Trustee, the Note Administrator,

and to the Holders of the Notes as their names and addresses appear in the Notes Register.

Section 17.6      Acceptance

of Appointment by Successor Advancing Agent. (a) Every successor Advancing Agent appointed hereunder shall execute, acknowledge

and deliver to the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator, and the retiring

Advancing Agent an instrument accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of the required instruments,

the resignation or removal of the retiring Advancing Agent shall become effective and such successor Advancing Agent, without any further

act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Advancing Agent

hereunder and under the Servicing Agreement.

(b)            No

appointment of a successor Advancing Agent shall become effective unless the Rating Agency Condition has been satisfied with respect

to the appointment of such successor Advancing Agent.

-200-

Section 17.7      Removal

and Replacement of Backup Advancing Agent. The Note Administrator shall replace any successor Advancing Agent (excluding the Note

Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing Agent’s long-term

unsecured debt rating at any time becomes lower than “A” by Fitch, and whose short-term unsecured debt rating becomes lower

than “F1” by Fitch, with a successor Advancing Agent that has a long-term unsecured debt rating of at least “A”

by Fitch and whose short-term unsecured debt rating is at least “F1” from Fitch.

[SIGNATURE PAGES FOLLOW]

-201-

IN WITNESS WHEREOF, the parties

hereto have executed and delivered this Indenture as of the day and year first above written.

BSPRT 2026-FL13

ISSUER, LLC,

as Issuer

By:

/s/Jacob

Breinholt

Name: Jacob Breinholt

Title: Authorized Signatory

BSPRT 2026-FL13 –

Indenture

BENEFIT STREET PARTNERS

REALTY

OPERATING PARTNERSHIP,

L.P.,

as Advancing

Agent

By:

/s/Jacob

Breinholt

Name:

Jacob Breinholt

Title:

Authorized Signatory

BSPRT 2026-FL13 –

Indenture

COMPUTERSHARE

TRUST COMPANY, NATIONAL ASSOCIATION,

Note Administrator

By:

/s/Amber

Nelson

Name:

Amber Nelson

Title:

Vice President

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

Trustee

By:

/s/Jacob

Stapleford

Name:

Jacob Stapleford

Title:

Assistant Vice President

COMPUTERSHARE

TRUST COMPANY, NATIONAL ASSOCIATION,

Custodian

By:

/s/Amber

Nelson

Name:

Amber Nelson

Title:

Vice President

BSPRT 2026-FL13 –

Indenture

SCHEDULE A

CLOSING DATE COLLATERAL INTERESTS

COLLATERAL INTEREST SCHEDULE

Collateral Interest Name

Collateral Interest

Principal Balance

Collateral Interest Type

Flow Fort Lauderdale

$ 73,200,000.00

Participation

Trylon Tower

$ 51,371,959.81

Participation

Ensley

$ 50,900,000.00

Participation

Camille Farms

$ 43,270,000.00

Participation

Cadence at Cates Creek

$ 42,000,000.00

Participation

The Reserves at Gashes Creek

$ 31,128,717.22

Whole Loan

Neo at Ten

$ 31,100,000.00

Participation

RPM Portfolio

$ 31,000,000.00

Participation

Surfhouse

$ 30,029,623.69

Participation

10.

Icon Apartments

$ 29,050,000.00

Whole Loan

11.

Academy Distribution Center

$ 29,000,000.00

Participation

12.

Palmetto Pointe

$ 26,900,000.00

Participation

13.

Ravinia St. Lucie

$ 26,500,000.00

Participation

14.

Silverman Portfolio

$ 25,000,000.00

Participation

15.

Monarch

$ 24,895,783.00

Participation

16.

Cascade Colorado

$ 20,871,797.00

Participation

17.

Rise Spring Pointe

$ 20,012,077.00

Participation

18.

Livano Pflugerville

$ 17,450,315.00

Participation

19.

Istana at Wurzbach

$ 16,893,939.00

Participation

20.

Enclave at Raritan

$ 15,375,000.00

Participation

21.

Mosaica

$ 15,150,000.00

Whole Loan

22.

Views at Flowers

$ 15,034,364.00

Participation

23.

Norton Industrial

$ 12,774,000.00

Participation

24.

Abri at West Iris

$ 12,325,000.00

Participation

25.

Evolve at the Pines

$ 11,982,550.00

Participation

26.

Brentwood Downs

$ 11,750,000.00

Participation

27.

The Gin Mill

$ 11,431,691.00

Participation

28.

Lusso Apartments

$ 10,658,000.00

Participation

29.

Vue at Sonoma Verde

$ 10,630,000.00

Participation

30.

Gateway Apartments

$ 10,000,000.00

Participation

31.

Rochester IL Portfolio

$ 10,000,000.00

Participation

32.

Stella Apartments

$ 9,870,000.00

Participation

33.

Vantage Care MA Portfolio

$ 9,482,289.00

Participation

34.

Parkview Home for Adults

$ 8,628,126.57

Participation

35.

Creekside Villas

$ 8,620,456.43

Participation

36.

Esperanza at Keith Harrow

$ 8,419,244.00

Participation

37.

Chance's Court

$ 8,337,373.00

Participation

38.

Cortland Farmers Market

$ 7,388,334.00

Participation

39.

Deseo Grande

$ 7,300,000.00

Participation

40.

Madison Park

$ 6,855,596.16

Participation

41.

The Station at Mill Race

$ 6,475,000.00

Participation

42.

46-06 11th St

$ 6,191,250.00

Participation

Sch. A-1

DELAYED ACQUISITION COLLATERAL INTEREST SCHEDULE

Collateral Interest

Name

Collateral

Interest

Principal Balance

Collateral Interest

Type

Park West Village

$ 17,450,315.00

Participation

Warwick Self Storage

$ 7,743,300.22

Participation

Sch. A-2

SCHEDULE B

Benchmark

Calculation of the Benchmark

For

purposes of calculating Term SOFR, the Issuer shall initially appoint the Note Administrator as calculation agent (in such capacity,

the “Calculation Agent”). Term SOFR with respect to any Interest Accrual Period shall be determined by the

Calculation Agent in accordance with the following provisions:

1.            On

each Benchmark Determination Date, Term SOFR shall equal the rate, as obtained by the Calculation Agent, identified as “1 Month

CME Term SOFR,” as reported on the Term SOFR Source as of the Reference Time.

2.            If,

on any Benchmark Determination Date, Term SOFR does not appear on the Term SOFR Source by 5:00 p.m. (New York time), then Term SOFR

for purposes of calculating Term SOFR shall be the rate published on the last SOFR Business Day preceding such Benchmark Determination

Date for which Term SOFR was published.

3.            In

no event shall Term SOFR be less than zero.

In making the above calculations,

all percentages resulting from the calculation shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage

point (0.00001%).

Sch. B-1

SCHEDULE C

LIST OF AUTHORIZED OFFICERS OF COLLATERAL MANAGER

Name

Title

Michael

Comparato

Managing

Director and Head of BSP

Jerome

Baglien

Managing

Director, COO and CFO Real Estate

Matt

Jacobs

Managing

Director and Chief Credit Officer of BSP CRE

Tanya

Mollova

Managing

Director and Head of Asset Management

David

Henschke

Managing

Director and Head of Capital Markets for BSP CRE

Micah

J. Goodman

Managing

Director and General Counsel

Sch. C-1

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