10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

 OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55188

BENEFIT STREET PARTNERS REALTY TRUST, INC.

(Exact name of registrant as specified in its charter) 

Maryland	46-1406086
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9 West 57th Street, Suite #4920 New York, New York	10019
(Address of Principal Executive Office)	(Zip Code)

(212) 588-6770

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company x
	Emerging growth filer o
If 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant's common stock, $0.01 par value, outstanding as of October 31, 2018 was 37,673,804.

TABLE OF CONTENTS

	Page
PART I
Item 1. Consolidated Financial Statements and Notes (unaudited)	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3. Quantitative and Qualitative Disclosures about Market Risk	59
Item 4. Controls and Procedures	59
PART II
Item 1. Legal Proceedings	60
Item 1A. Risk Factors	60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	60
Item 5. Other Information	60
Item 6. Exhibits	62
Signatures	63

i

PART I

Item 1. Consolidated Financial Statements.

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share and per share data)

	September 30, 2018			December 31, 2017
ASSETS	(Unaudited)
Cash and cash equivalents	$	55,471		$	83,711
Restricted cash	10,570			7,997
Commercial mortgage loans, held for investment, net of allowance of $4,968 and $1,466	2,135,734			1,402,046
Commercial mortgage loans, held-for-sale, measured at fair value	105,976			28,531
Real estate securities, available-for-sale, at fair value	27,048			—
Derivative instruments, at fair value	1,987			132
Receivable for loan repayment (1)	35,453			49,085
Accrued interest receivable	11,606			8,152
Prepaid expenses and other assets	3,545			4,007
Total assets	$	2,387,390		$	1,583,661
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations	$	983,546		$	826,150
Repurchase agreements - commercial mortgage loans	565,329			65,690
Repurchase agreements - real estate securities	22,272			39,035
Other financing - commercial mortgage loans	—			25,698
Derivative instruments, at fair value	565			357
Interest payable	2,484			1,544
Distributions payable	5,116			3,917
Accounts payable and accrued expenses	6,682			4,510
Due to affiliates	3,315			6,421
Total liabilities	$	1,589,309		$	973,322
Commitment and Contingencies (See Note 8)
Redeemable convertible preferred stock Series A, $0.01 par value, 20,000 authorized, 19,215 issued and outstanding as of September 30, 2018 and none issued and outstanding as of December 31, 2017	95,736			—
Equity:
Preferred stock, $0.01 par value, 49,980,000 authorized, none issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	—			—
Common stock, $0.01 par value, 949,999,000 shares authorized, 37,477,393 and 31,834,072 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	376			320
Additional paid-in capital	796,278			704,101
Accumulated other comprehensive income (loss)	171			—
Accumulated deficit	(94,480		)	(94,082		)
Total stockholders' equity	702,345			610,339
Total liabilities, redeemable convertible preferred stock and stockholders' equity	$	2,387,390		$	1,583,661

⁽¹⁾ Includes $35.5 million and $48.7 million of cash held by servicer related to CLO loan payoffs as of September 30, 2018 and December 31, 2017, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except for share and per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Interest income:
Interest income	$	42,943		$	22,195		$	106,478		$	61,917
Less: Interest expense	17,120			8,845			50,183			21,990
Net interest income	25,823			13,350			56,295			39,927
Expenses:
Asset management and subordinated performance fee	2,720			2,299			7,227			6,952
Acquisition fees and acquisition expenses	173			1,685			289			4,175
Administrative services expenses	3,501			1,480			9,822			3,285
Professional fees	2,556			1,348			6,803			3,320
Other expenses	774			1,411			3,896			2,773
Total expenses	9,724			8,223			28,037			20,505
Other (income)/loss:
Loan loss provision/(recovery)	1,066			(641		)	3,502			(222		)
Realized (gain)/loss on commercial mortgage loans held-for-sale	20			(378		)	48			1,587
Realized (gain)/loss on commercial mortgage loans held-for-sale, measured at fair value	(3,419		)	—			(9,765		)	—
Realized (gain)/loss on sale of real estate securities	107			—			107			(172		)
Unrealized (gain)/loss on commercial mortgage loans held-for-sale	—			27			—			(220		)
Unrealized (gain)/loss on commercial mortgage loans held-for-sale, measured at fair value	231			—			(474		)	—
Unrealized (gain)/loss on derivatives	(1,272		)	(583		)	(1,162		)	(583		)
Realized (gain)/loss on derivatives	41			18			(1,476		)	18
Total other (income)/loss	$	(3,226	)	$	(1,557	)	$	(9,220	)	$	408
Income/(loss) before taxes	19,325			6,684			37,478			19,014
Provision/(benefit) for income tax	325			(291		)	1,080			(291		)
Net income	$	19,000		$	6,975		$	36,398		$	19,305
Less: Preferred stock dividends	$	(1,255	)	$	—		$	(1,271	)	$	—
Net income applicable to common stock	$	17,745		$	6,975		$	35,127		$	19,305
Basic net income per share	$	0.49		$	0.22		$	1.07		$	0.61
Diluted net income per share	$	0.49		$	0.22		$	1.07		$	0.61
Basic weighted average shares outstanding	35,468,648			31,741,679			32,977,572			31,778,169
Diluted weighted average shares outstanding	38,942,428			31,756,503			34,168,274			31,790,267

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
Net income	$	19,000	$	6,975		$	36,398	$	19,305
Unrealized gain/(loss) on available-for-sale securities	194		(448		)	171		500
Comprehensive income attributable to Benefit Street Partners Realty Trust, Inc.	$	19,194	$	6,527		$	36,569	$	19,805

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in thousands, except for share data)

(Unaudited)

	Common Stock
	Number of Shares		Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders' Equity
Balance, December 31, 2017	31,834,072		$	320		$	704,101		$	—	$	(94,082	)	$	610,339
Issuance of common stock	5,888,935		59			96,781			—		—			96,840
Common stock repurchases	(809,023	)	(8		)	(15,077		)	—		—			(15,085		)
Common stock issued through distribution reinvestment plan	557,634		5			10,591			—		—			10,596
Share-based compensation	5,775		—			118			—		—			118
Offering costs	—		—			(236		)	—		—			(236		)
Net income	—		—			—			—		36,398			36,398
Distributions declared	—		—			—			—		(36,796		)	(36,796		)
Other comprehensive income	—		—			—			171		—			171
Balance, September 30, 2018	37,477,393		$	376		$	796,278		$	171	$	(94,480	)	$	702,345

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities:
Net income	$	36,398		$	19,305
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net	(3,456		)	(1,617		)
Accretion of deferred commitment fees	(1,400		)	(1,887		)
Amortization of deferred financing costs	10,788			3,735
Share-based compensation	118			56
Change in unrealized losses on commercial mortgage loans held-for-sale	(474		)	(220		)
Change in unrealized (gain)/losses on derivative instruments	(1,162		)	(583		)
Loan loss provision/(recovery)	3,502			(222		)
Deferred income taxes	—			(291		)
Origination of commercial mortgage loans, held-for-sale	(444,496		)	(60,950		)
Proceeds from sale of commercial mortgage loans, held-for-sale	377,263			88,352
Realized (gain)/loss from sale of real estate securities	107			—
Realized (gain)/loss from sale of commercial mortgage loans held-for-sale	(9,717		)	1,587
Changes in assets and liabilities:
Accrued interest receivable	(2,054		)	1,240
Prepaid expenses and other assets	(2,553		)	(4,717		)
Accounts payable and accrued expenses	2,172			3,084
Due to affiliates	(3,106		)	519
Interest payable	940			405
Net cash (used in)/provided by operating activities	$	(37,130	)	$	47,796
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans, held for investment	$	(1,278,978	)	$	(565,094	)
Proceeds from commercial mortgage loans, held for sale	2,218
Principal repayments received on commercial mortgage loans, held for investment	556,465			176,138
Purchase of real estate securities	(39,511		)	—
Proceeds from sale of real estate securities	12,456			34,888
Principal repayments received on real estate securities	—			15,000
Purchase of derivative instruments	(520		)	(383		)
Net cash (used in)/provided by investing activities	$	(747,870	)	$	(339,451	)
Cash flows from financing activities:
Proceeds from issuances of redeemable convertible preferred stock	$	96,075		$	—
Proceeds from issuances of common stock	96,840			—
Common stock repurchases	(15,072		)	(20,546		)
Payments of offering costs and fees related to common stock issuances	(236		)	—
Borrowings under collateralized loan obligations	488,000			339,500
Repayments of collateralized loan obligations	(331,656		)	(97,470		)
Borrowings on repurchase agreements - commercial mortgage loans	1,566,956			368,745
Repayments of repurchase agreements - commercial mortgage loans	(1,067,282		)	(307,024		)
Borrowings on repurchase agreements - real estate securities	146,692			343,151
Repayments of repurchase agreements - real estate securities	(163,454		)	(370,754		)
Borrowings on other financing - commercial mortgage loans	—			36,200

5

BENEFIT STREET PARTNERS REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2018			2017
Repayments on other financing - commercial mortgage loans	(26,182		)	(5,274		)
Payments of deferred financing costs	(6,230		)	(6,598		)
Distributions paid	(25,118		)	(31,328		)
Net cash (used in)/provided by financing activities	$	759,333		$	248,602
Net change in cash, cash equivalents and restricted cash	$	(25,667	)	$	(43,053	)
Cash, cash equivalents and restricted cash beginning of period	91,708			123,069
Cash, cash equivalents and restricted cash, end of period	$	66,041		$	80,016
Supplemental disclosures of cash flow information:
Interest paid	$	38,455		$	17,850
Taxes paid	340			—
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan	10,478			16,349
Loans transferred to commercial real estate loans, held-for-sale, transferred at fair value	—			31,207
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	55,471		$	72,262
Restricted cash	10,570			7,754
Cash, cash equivalents and restricted cash, end of period	$	66,041		$	80,016

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Note 1 - Organization and Business Operations

Benefit Street Partners Realty Trust, Inc. (the "Company"), formerly known as Realty Finance Trust, Inc., is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company was incorporated in Maryland on November 15, 2012 and commenced operations on May 14, 2013.

The Company made a tax election to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. The Company believes that it has qualified as a REIT and intends to continue to meet the requirements for qualification and taxation as a REIT. The Company, through a subsidiary which is treated as a taxable REIT subsidiary (a "TRS") is indirectly subject to U.S federal, state and local income taxes. The majority of the Company's business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP.

The Company has no direct employees. Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant to an Advisory Agreement executed on September 29, 2016 (the “Advisory Agreement”), as amended and restated by the Amended and Restated Advisory Agreement executed on January 19, 2018 (the "Amended and Restated Advisory Agreement"). The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), is a credit-focused alternative asset management firm. Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of the Company's assets and the operations of the Company. Prior to September 29, 2016, Realty Finance Advisor, LLC ("Former Advisor") was the Company's advisor.

The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") at a profit.

The Company may also invest in commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs").

Note 2 - Summary of Significant Accounting Policies

The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent interim periods.

Certain prior-period amounts have been reclassified to conform to current presentation. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. The current period’s results of operations will not necessarily be indicative of results in any subsequent reporting period.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2017, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 16, 2018. There have been no significant changes to the Company's significant accounting policies during the three months and nine months ended September 30, 2018.

7

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.

The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheet in accordance with ASC 810, Consolidation.

Acquisition Fees and Acquisition Expenses

Acquisition fees and acquisition expenses paid to the Company's Advisor in connection with the origination and acquisition of commercial mortgage loan investments and acquisition of real estate securities are evaluated based on the nature of the expense to determine if they should be expensed in the period incurred or capitalized and amortized over the life of the investment. The Company capitalizes certain direct costs relating to loan origination and acquisition activities and real estate securities acquisitions. Such costs are amortized over the life of the investment.

Until September 2017; the Company incurred both acquisition fees and acquisition expenses payable to the Advisor. Since September 2017, pursuant to the terms of the Advisory Agreement, the Advisor is no longer entitled to acquisition fees but continues to be entitled to reimbursement for acquisition expenses.

Commercial Mortgage Loans

Held-for-Investment - Commercial mortgage loans that are held for investment are anticipated to be held until maturity and are carried at cost, net of unamortized acquisition expenses, discounts or premiums. Commercial mortgage loans, held for investment purposes, that are deemed to be impaired are carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exit fees is recognized in interest income in the Company's consolidated statements of operations.

Held-for-Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for-sale and are transferred at fair value and recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held-for-sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale. During the nine months ended September 30, 2018, the Company originated $5.9 million of commercial mortgage loans held-for-sale and sold these loans during the period for net proceeds of approximately $5.9 million.

Held-for-Sale, Accounted for Under the Fair Value Option - The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option. These commercial mortgage loans are included in Commercial mortgage loans, held-for-sale, measured at fair value in the

8

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

consolidated balance sheet. Interest income received on commercial mortgage loans held-for-sale is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations.

As of September 30, 2018, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $106.0 million and $105.5 million, respectively. As of December 31, 2017, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $28.5 million. None of the Company's commercial mortgage loans accounted for under the fair value option are in default or are greater than ninety days past due. For the three and nine months endedSeptember 30, 2018, the Company realized a gain of $3.4 million and $9.8 million, respectively, relating to the sale of commercial mortgage loans that are accounted for under the fair value option. The Company did not have any realized gain or loss relating to the sale of commercial mortgage loans that are accounted for under the fair value option for the three and nine months endedSeptember 30, 2017.

Allowance for Loan Losses

The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased or decreased through the loan loss provision or recovery on the Company's consolidated statements of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.

General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The Company estimates loss rates based on historical realized losses experienced in the industry, given the fact the Company has not experienced significant losses, and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishing the allowance for loan losses. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographic location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.

The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on an individual loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.

For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans.

The Company designates non-performing loans at such time as (i) loan payments become 90-days past due; (ii) the loan has a maturity default; or (iii) in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-performing and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. Any interest received for loans in non-performing status will be applied as a reduction to the unpaid principal balance. A loan will be written off when it is no longer realizable and legally discharged.

9

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Income Taxes

The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a taxable year, it will not be subject to U.S. federal income tax on the REIT taxable income that it distributes. The Company did not have any undistributed REIT taxable income for the period ended September 30, 2018 and therefore, has not provided for REIT U.S. federal income tax expense. However, even if the Company qualifies for taxation as a REIT, the Company and its subsidiaries may be subject to a variety of taxes, including payroll taxes and certain state and local income, property, excise and franchise taxes. The Company could also be subject to U.S. federal income tax in certain circumstances.

The Company owns a subsidiary that has elected to be treated as a TRS for U.S. federal, state and local income taxes, where applicable, as a C-corporation. TRSs can participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria and are conducted within the parameters of certain limitations established by the Internal Revenue Code ("the Code"). For U.S. federal income tax purposes, the Company’s TRS is not consolidated with the Company, but instead taxed as a separate C-corporation.

For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. The Company's TRS recognized pre-tax income of approximately $1.4 million and $4.7 million for the three and nine months endedSeptember 30, 2018, respectively, and U.S. federal, state and local income tax expense of $0.3 million and $1.1 million for the three and nine months endedSeptember 30, 2018. These amounts have been included on the accompanying consolidated statements of operations. The Company's TRS did not have any pre-tax income or tax expense for the three and nine months ended September 30, 2017, respectively.

The Company’s tax returns are subject to audit by taxing authorities. As of September 30, 2018, the tax years 2014, 2015, 2016 and 2017 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. Under GAAP, a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement.

The Company has assessed its tax positions for all open tax years beginning with its taxable year ended December 31, 2014 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.

Enacted on December 22, 2017, the recently passed Tax Cuts and Jobs Act ("TCJA") made many significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. Pursuant to this legislation, as of January 1, 2018, the U.S. federal income tax rate applicable to corporations is reduced to 21%, and the corporate alternative minimum tax is repealed.

In addition, through taxable years ending in 2025, the highest marginal income tax rate applicable to individuals, estates and trusts is reduced to 37% and those taxpayers may deduct up to 20% of certain pass-through income, including ordinary REIT dividends that are not "capital gain dividends" or "qualified dividend income," subject to certain limitations. For taxpayers qualifying for the full deduction, the effective maximum tax rate on ordinary REIT dividends would be 29.6% (excluding the 3.8% net investment income tax).

The reduced corporate tax rate applies to the Company's TRS and any other TRS it forms. Changes in tax rates and tax laws are accounted for in the period of enactment. The amounts recorded in the consolidated statement of operations are provisional. Due to the timing of the enacted legislation, as well as the technical corrections, amendments or administrative guidance that could clarify the treatment of certain provisions, the Company will continue to evaluate its conclusions and update its estimates as necessary.

Commencing in taxable years beginning after December 31, 2017, Section 163(j) of the Code, as amended by TCJA, limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” ("ATI") subject to certain exceptions. The Company does not expect to be subject to this limitation because it does not expect to have interest expense in excess of the sum of its interest income and 30% of its ATI. However, the limitation could cause the Company’s TRS or any other TRS it forms to have greater taxable income and thus potentially greater corporate tax liability.

10

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives.  The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility.  The Company may use a variety of derivative instruments that are considered conventional, such as interest rate swaps, Treasury note futures and credit derivatives on various indices including CMBX and CDX.

The Company recognizes all derivatives on the consolidated balance sheets at fair value.  The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in unrealized gain/(loss) on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets within the Restricted cash line of the consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.

Per Share Data

The Company’s redeemable convertible preferred stock Series A (the "Preferred Stock") is considered a participating security. As such, the Company is required to include the Preferred Stock in the calculation of basic earnings per share and calculate basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan or upon conversion of the outstanding shares of the Company’s Preferred Stock, except when doing so would be anti-dilutive.

Reportable Segments

The Company has determined that it has three reportable segments based on how the chief operating decision maker reviews and manages the business. The three reporting segments are as follows:

• The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consist of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit operated business through the Company's TRS, which is focused on originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

See Note 13 - Segment Reporting for further information regarding the Company's segments.

Redeemable Convertible Preferred Stock

The Company’s Preferred Stock is classified outside of permanent equity in the consolidated balance sheets. This classification is applicable because, subject to certain conditions, the Preferred Stock is redeemable at the option of the holder of Preferred Stock, outside of the control of the Company. As set forth in the Articles Supplementary (the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, the Preferred Stock is redeemable for shares of the Company's common stock, $0.01 par value per share (the "Common Stock") at the option of the shareholder upon a change of control (as defined in the Articles Supplementary) or after the sixth anniversary of the date of issuance. A change in control of the Company outside of the Company’s control is possible if any person acquires more than 50% of the total economic interests or voting power of all securities of the Company, other than in a liquidity event.

Shares of Preferred Stock rank senior to shares of Common Stock with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Preferred Stock will be equal to the greater of (i) an amount equal to $16.67 per share and (ii) the monthly dividend that would have been paid had such share of Preferred Stock been converted to a share of Common Stock, subject to proration in the event that such share of Preferred Stock was not outstanding for the full month.

11

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Immediately prior to a “Liquidity Event”, each outstanding share of Preferred Stock shall convert (the “Mandatory Conversion”) into 299.2 shares of Common Stock, subject to anti-dilution adjustments (the “Conversion Rate”). A “Liquidity Event” is defined as (i) the listing of the Common Stock on a national securities exchange or quotation on an electronic inter-dealer quotation system; (ii) a merger or business combination involving the Company pursuant to which outstanding shares Common Stock are exchanged for securities of another company which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system; or (iii) any other transaction or series of transaction that results in all shares of Common Stock being transferred or exchange for cash or securities which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system. If there has not been a Liquidity Event within six years from the initial issuance of the Preferred Stock, each holder of Preferred Stock shall have the right to convert all, but not less than all, of the Preferred Stock held by such holder into Common Stock at the Conversion Rate. Each holder also has the option to convert its shares of Preferred Stock into Common Stock upon a change in control (as defined in the Articles Supplementary) of the Company. In addition, neither the Company nor a holder of shares of Preferred Stock may redeem shares of the Preferred Stock until six years from the initial issuance of the Preferred Stock, except in cases of a change in control (as defined in the Articles Supplementary).

Holders of the Preferred Stock are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of Common Stock are entitled to vote, upon which the holders of the Preferred Stock and holders of the Common Stock shall vote together as a single class. The number of votes applicable to a share of Preferred Stock will be equal to the number of shares of Common Stock a share of Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of Common Stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Preferred Stock is required to approve the issuance of any equity securities senior to the Preferred Stock and to take certain actions materially adverse to the holders of the Preferred Stock.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. ASU 2014-09 broadly amends the accounting guidance for revenue recognition. ASU 2014-09 is effective for the first interim or annual period beginning after December 15, 2017, and is to be applied retrospectively. The Company adopted this guidance on January 1, 2018 and it did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In November 2016, the FASB issued guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. The Company adopted this guidance on January 1, 2018 and applied the guidance retrospectively to our prior period consolidated statement of cash flows.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.

In February 2018, the FASB issued guidance that allows an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income into retained earnings. The amendments become effective for reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In August 2018, the FASB issued guidance that is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends

12

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

and adds certain disclosure requirements for fair value measurements. The amendments become effective for reporting periods beginning after December 15, 2019, and early adoption is permitted for adoption of the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the impact of this new guidance.

13

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Note 3 - Commercial Mortgage Loans

The following table is a summary of the Company's commercial mortgage loans, held-for-investment, carrying values by class (dollars in thousands):

	September 30, 2018		December 31, 2017
Senior loans	$	2,113,557	$	1,368,425
Mezzanine loans	27,145		35,087
Total gross carrying value of loans	$	2,140,702	$	1,403,512
Less: Allowance for loan losses	4,968		1,466
Total commercial mortgage loans, held for investment, net	$	2,135,734	$	1,402,046

The following table presents the activity in the Company's allowance for loan losses (dollars in thousands):

	Nine Months Ended September 30, 2018		Year Ended December 31, 2017
Beginning of period	$	1,466	$	2,181
Loan loss provision/(recovery) (1)	3,502		(715		)
Charge-offs	—		—
Recoveries	—		—
Ending allowance for loan losses	$	4,968	$	1,466

⁽¹⁾ Includes $4.1 million loan loss provision specifically reserved on one loan in non-performing status as of September 30, 2018.

As of September 30, 2018 and December 31, 2017, the Company's total commercial mortgage loan portfolio, excluding commercial mortgage loans accounted for under the fair value option, was comprised of 100 and 69 loans, respectively.

The following table represents the composition by loan type of the Company's commercial mortgage loans portfolio, excluding commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	875,134	40.7	%	$	505,189	35.9	%
Office	481,086		22.4	%	455,698		32.4	%
Retail	255,856		11.9	%	209,598		14.9	%
Hospitality	336,064		15.6	%	184,025		13.1	%
Industrial	53,871		2.5	%	53,208		3.7	%
Mixed-Use	112,105		5.2	%	—		—	%
Self-Storage	36,057		1.7	%	—		—	%
Total	$	2,150,173	100.0	%	$	1,407,718	100.0	%

As of September 30, 2018 and December 31, 2017, the Company's total commercial mortgage loans, held-for-sale, measured at fair value comprised of 12 and 3 loans, respectively.

14

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

The following table represents the composition by loan type of the Company's commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	27,700	26.3	%	$	28,531	100.0	%
Retail	42,030		39.8	%	—		—	%
Hospitality	23,273		22.1	%	—		—	%
Self-Storage	12,500		11.8	%	—		—	%
Total	$	105,503	100.0	%	$	28,531	100.0	%

Credit Characteristics

As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held-for-sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:

Investment Rating	Summary Description
1	Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2	Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3	Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4	Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5	Underperforming investment with expected loss of interest and some principal.

All commercial mortgage loans, excluding loans classified as commercial mortgage loans, held-for-sale, measured at fair value within the consolidated balance sheet, are assigned an initial risk rating of 2.0. As of September 30, 2018 and December 31, 2017, the weighted average risk rating of loans was 2.1 and 2.2, respectively. As of September 30, 2018 the Company had one loan with an unpaid principal balance of $16.8 million and fair value of $12.1 million in non-performing status. The Company applied six months of interest received of $0.6 million on this loan as a reduction to the unpaid principal balance. During the three and nine months ended September 30, 2018, the Company recorded $1.3 million and $4.1 million respectively, of asset-specific reserve included in loan loss provision/(recovery) on the consolidated statement of operations. As of December 31, 2017, the Company did not have any loans that were past due on their payments, in non-performing status or impaired.

For the nine months endedSeptember 30, 2018 and year ended December 31, 2017, the activity in the Company's commercial mortgage loans, held-for-investment portfolio was as follows (dollars in thousands):

	Nine Months Ended September 30, 2018			Year Ended December 31, 2017
Balance at Beginning of Year	$	1,402,046		$	1,046,556
Acquisitions and originations	1,286,948			837,861
Principal repayments	(542,833		)	(381,933		)
Discount accretion and premium amortization	3,284			2,554
Loans transferred to commercial real estate loans, held-for-sale	(2,250		)	(100,005		)
Net fees capitalized into carrying value of loans	(7,959		)	(3,702		)
Loan loss recovery/(provision)	(3,502		)	715
Balance at End of Period	$	2,135,734		$	1,402,046

15

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Note 4 - Real Estate Securities

The following is a summary of the Company's real estate securities, CMBS (in thousands):

		Weighted Average
	Number of Investments	Interest Rate		Maturity	Par Value		Fair Value
September 30, 2018	2	4.7	%	December 2023	$	26,750	$	27,048
December 31, 2017	—	—	%	N/A	—		—

The Company classified its CMBS as available-for-sale as of September 30, 2018. The investment is reported at fair value in the consolidated balance sheet with changes in fair value recorded in Accumulated other comprehensive income or loss.

During the quarter ended September 30, 2018, the Company purchased and subsequently sold $15.8 million par amount of CMBS, and recognized a loss of $0.1 million.

The following table shows the amortized cost, unrealized gains/losses and fair value of the Company's CMBS investments as of September 30, 2018 and December 31, 2017 (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
September 30, 2018	$	26,877	$	171	$	—	$	27,048
December 31, 2017	—		—		—		—

As of September 30, 2018, the Company held two CMBS positions with an aggregate carrying value of $26.9 million, and a net unrealized gain of $0.2 million. As of December 31, 2017, the Company held no CMBS positions.

The following table provides information on the amounts of gains (losses) on the Company's real estate securities, CMBS, available-for-sale (dollars in thousands):

	Three Months Ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
Unrealized gain (loss) available-for-sale securities	$	194	$	(448	)	$	171	$	19
Reclassification of net (gain) loss on available-for-sale securities included in net income (loss)	—		—			—		481
Unrealized gain (loss) available-for-sale securities, net of reclassification adjustment	$	194	$	(448	)	$	171	$	500

The amounts reclassified for net (gain) loss on available-for-sale securities are included in the realized (gain) loss on sale of real estate securities in the Company's consolidated statements of operations.

16

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Note 5 - Debt

Repurchase Agreements - Commercial Mortgage Loans

The Company entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" ) and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility (the "Repo Facilities").

Advances under the JPM Repo Facility currently accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.40%. Borrowings under the GS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) a spread over LIBOR of between 2.35% to 2.85%, depending on the attributes of the purchased asset, and (ii) 0.50%. Borrowings under the USB Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 3.00%, depending on the attributes of the purchased assets. Borrowings under the CS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.50% depending on the attributes of the purchased assets.

The Company entered into a repurchase facility with Barclays Bank PLC (the "Barclays Facility") on September 19, 2017. Borrowings under the Barclays Facility accrue interest, at the Company's option, at per annum rates equal to (i) a spread over the Base Rate of 1.75% or (ii) a spread over the Eurodollar Rate of 2.75%, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date.

The details of the Company's Repo Facilities and the Barclays Facility at September 30, 2018 and December 31, 2017 are as follows (dollars in thousands):

As of September 30, 2018							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	520,000	$	241,282	$	6,601	4.32	%	1/30/2020
GS Repo Facility (3)	250,000		—		415		N/A		12/27/2018
USB Repo Facility (4)	100,000		14,651		502		3.91	%	6/15/2020
CS Repo Facility (5)	300,000		309,396		5,301		4.37	%	6/19/2019
Barclays Facility (6)	100,000		—		1,145		N/A		9/19/2019
Total	$	1,270,000	$	565,329	$	13,964

__________________________

⁽¹⁾ For the nine months ended September 30, 2018. Includes amortization of deferred financing costs.

⁽²⁾ On January 30, 2018 the committed financing amount was upsized from $300 million to $520 million and the maturity date was amended to January 30, 2020. Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ On July 19, 2018, the committed financing amount was upsized from $250 million to $300 million. On June 20, 2018, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to June 19, 2019. In September 2018, the CS Repo Facility lender agreed to a temporary increase to the committed financing amount on one specific pledged asset.

⁽⁶⁾ On July 30, 2018, the committed financing amount was upsized from $75 million to $100 million. Includes a one-year extension at the Company's option.

17

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

As of December 31, 2017							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	300,000	$	42,042	$	7,064	3.48	%	6/12/2019
GS Repo Facility (3)	250,000		13,500		3,213		3.74	%	12/27/2018
CS Repo Facility (5)	250,000		10,148		58		N/A		8/30/2018
USB Repo Facility (4)	100,000		—		163		N/A		6/15/2020
Barclays Facility (6)	75,000		—		14		N/A		9/19/2019
Total	$	975,000	$	65,690	$	10,512

_______________________

⁽¹⁾ For the nine months ended September 30, 2017. Includes amortization of deferred financing costs.

⁽²⁾ Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.

⁽⁶⁾ Includes a one-year extension at the Company's option.

We expect to use the advances from the Repo Facilities and the Barclays Facility to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.

The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position. As of September 30, 2018 and December 31, 2017, the Company is in compliance with all debt covenants.

Other financing - Commercial Mortgage Loans

The Company entered into a financing arrangement with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017. The PWB Financing provided the Company with $36.2 million and is collateralized by a portfolio asset of $54.2 million. The PWB Financing accrued interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.0%. The PWB Financing had a maturity date of June 9, 2019. The Company paid off the outstanding balance in June 2018. As of December 31, 2017, the Company had $26.2 million of outstanding principal under the PWB Financing. The Company incurred $1.2 million of interest expense on the PWB Financing for the nine months ended September 30, 2018, including amortization of deferred financing costs.

Repurchase Agreements - Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary.

18

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Below is a summary of the Company's MRAs as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Collateral Pledged		Interest Rate		Days to Maturity
As of September 30, 2018
JP Morgan Securities LLC	$	22,272	$	5	$	26,750	2.91	%	26
Total	$	22,272	$	5	$	26,750	2.91	%	26
							Weighted Average
	Amount Outstanding		Accrued Interest		Collateral Pledged (*)		Interest Rate		Days to Maturity
As of December 31, 2017
JP Morgan Securities LLC	$	39,035	$	11	$	56,044	3.32	%	26
Total	$	39,035	$	11	$	56,044	3.32	%	26

_______________________

* Includes $56.0 million Tranche C of RFT 2015-FL1 CLO held by the Company, which is eliminated within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

Collateralized Loan Obligations

On February 15, 2018, the Company called all of the outstanding notes issued by RFT 2015-FL1,a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $145 million. The Company recognized all the remaining unamortized deferred financing costs of $6.4 million recorded within the Interest expense line of the consolidated statements of operations, which was a non-cash charge.

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL1 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 20 mortgage assets having a total principal balance of $319.0 million (the “2017-FL1 Mortgage Assets”) originated by a subsidiary of the Company. The sale of the 2017-FL1 Mortgage Assets to BSPRT 2017-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and BSPRT 2017-FL1 Issuer.

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL2 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 17 mortgage assets having a total principal balance of $341.9 million(the “2017-FL2 Mortgage Assets”) originated by a subsidiary of the Company and $8.2 million of cash held by the servicer related to loan payoffs, . The sale of the 2017-FL2 Mortgage Assets to BSPRT 2017-FL2 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of November 29, 2017, between the Company and BSPRT 2017-FL2 Issuer.

On April 5, 2018, BSPRT 2018-FL3 Issuer, Ltd. (the “Issuer”) and BSPRT 2018-FL3 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 39 mortgage assets having a principal balance of $582.8 million (the "2018-FL3 Mortgage Assets") and $27.3 million of of cash held by the servicer related to loan payoffs, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $546 million principal balance secured floating rate notes (the “Notes”), of which $488 million were purchased by third party investors and $58 million purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the Notes, the Issuer also issued 64,050,000 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities.

19

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of BSPRT 2017-FL1, BSPRT 2017-FL2 and BSPRT 2018-FL3 of approximately $191 million. The following table represents the terms of the notes issued by BSPRT 2017-FL1 Issuer, BSPRT 2017-FL2 Issuer and BSPRT 2018-FL3, respectively (dollars in thousands):

CLO Facility	As of September 30, 2018	Par Value Issued		Par Value Outstanding (1)(2)		Interest Rate	Maturity Date
2017-FL1 Issuer	Tranche A	$	223,600	$	124,489	1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		147,376		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
2018-FL3 Issuer	Tranche A	286,700		286,700		1M LIBOR + 105	3/15/2028
2018-FL3 Issuer	Tranche A-S	77,775		77,775		1M LIBOR + 135	3/15/2028
2018-FL3 Issuer	Tranche B	41,175		41,175		1M LIBOR + 165	3/15/2028
2018-FL3 Issuer	Tranche C	39,650		39,650		1M LIBOR + 255	3/15/2028
2018-FL3 Issuer	Tranche D	42,700		42,700		1M LIBOR + 345	3/15/2028
		$	1,188,862	$	999,157
CLO Facility	As of December 31, 2017	Par Value Issued		Par Value Outstanding (1)(3)		Interest Rate	Maturity Date
2015-FL1 Issuer	Tranche A	$	231,345	$	79,109	1M LIBOR + 175	8/1/2030
2015-FL1 Issuer	Tranche B	42,841		42,841		1M LIBOR + 388	8/1/2030
2015-FL1 Issuer	Tranche C	76,044		20,000		1M LIBOR + 525	8/1/2030
2017-FL1 Issuer	Tranche A	223,600		223,600		1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		237,970		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
		$	1,051,092	$	842,812

________________________

⁽¹⁾ Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by BSPRT 2017-FL2 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018 and December 31, 2017.

⁽²⁾ Excludes $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by BSPRT 2018-FL3 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018.

⁽³⁾ Excludes $56.0 million of Tranche C notes issued by RFT 2015-FL1 Issuer, held by the Company, which is eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2017.

20

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

The below table reflects the total assets and liabilities of the Company's three CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of September 30, 2018 and December 31, 2017 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE.

Assets (dollars in thousands)	September 30, 2018		December 31, 2017
Cash (1)	$	35,768	$	49,017
Commercial mortgage loans, held for investment, net of allowance (2)	1,239,811		1,033,427
Accrued interest receivable	3,768		4,212
Total assets	$	1,279,347	$	1,086,656
Liabilities
Notes payable (3)(4)	$	1,072,344	$	912,800
Interest payable	1,765		1,462
Total liabilities	$	1,074,109	$	914,262

________________________

⁽¹⁾ Includes $35.5 million and $48.7 million of cash held by the servicer related to CLO loan payoffs as of September 30, 2018 and December 31, 2017.

⁽²⁾ The balance is presented net of allowance for loan loss of $0.6 million and $1.3 million as of September 30, 2018 and December 31, 2017, respectively.

⁽³⁾ Includes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer held by the Company as of September 30, 2018 and December 31, 2017; $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by 2018-FL3 Issuer held by the Company as of September 30, 2018. The notes held by the Company are eliminated within the Collateral loan obligations line of the consolidated balance sheets. Includes $55.8 million of Tranche C of Company issued CLO held by the Company as of December 31, 2017.

⁽⁴⁾ The balance is presented net of deferred financing cost and discount of $15.6 million and $16.9 million as of September 30, 2018 and December 31, 2017, respectively.

Note 6 - Net Income Per Share

The Company uses the two-class method in calculating basic and diluted EPS. The below table represents the Company's earnings per share and distribution per share for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in

21

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

thousands, except share amounts):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Less: Preferred stock dividends	(1,255		)	—		(1,271		)	—
Less: Preferred stock undistributed income	(451		)	—		—			—
Net income applicable to common stock	$	17,294		$	6,975	$	35,127		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Basic net income per share	0.49			0.22		1.07			0.61
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Unvested restricted shares	14,209			14,824		10,007			12,098
Conversion of redeemable convertible preferred stock - weighted	3,459,571			—		1,180,695			—
Diluted weighted average shares outstanding	38,942,428			31,756,503		34,168,274			31,790,267
Diluted net income per share	0.49			0.22		1.07			0.61

Note 7 - Stock Transactions

As of September 30, 2018 and December 31, 2017, the Company had 37,477,393 and 31,834,072 shares of common stock outstanding, respectively, including shares issued pursuant to the Dividend Reinvestment Plan ("DRIP") and unvested restricted shares held by the Company’s independent directors.

Private Placements

Since February 2018 the Company has been conducting offerings of its common stock and Series A preferred stock in offerings exempt from the registration requirements of the Securities Act. The following table summarizes the sales of common stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price
June 25, 2018	834,537	$	13,723
July 13, 2018	1,669,074	27,446
August 20, 2018	3,370,362	55,421
September 10, 2018	14,962	250
Total	5,888,935	$	96,840

The following table summarizes the sales of Series A preferred stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price(1)
June 25, 2018	2,256	$	11,278
July 13, 2018	4,498	22,554
August 20, 2018	9,083	45,619
August 28, 2018	3,378	17,000
Total	19,215	$	96,451

________________________

⁽¹⁾Purchase price is $5,000 per share of Series A preferred stock plus accrued dividends as of the date of settlement.

22

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

As of September 30, 2018, the Company had binding purchase commitments for $20 million of common stock at $16.71 per share and $15.1 million of Series A preferred stock at $5,000 per share plus accrued dividends. Pursuant to the applicable subscription agreements, the Company can determine the timing of the closing of these commitments in its sole discretion.

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes. The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Company's board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.

For the three months ended September 30, 2018 and 2017, the Company declared daily common stock distributions equivalent to $1.44 per annum per share and $2.0625 per annum per share, respectively. As of September 30, 2018 and December 31, 2017, the Company had declared but unpaid common stock distributions of $5.1 million and $3.9 million, respectively. These amounts are included in Distributions payable on the Company’s unaudited Consolidated Balance Sheets. The Company distributed $35.0 million during the nine months endedSeptember 30, 2018, comprised of $24.4 million in cash and $10.6 million in shares of common stock issued under the DRIP. The Company distributed $32.6 million during the nine months ended September 30, 2017, comprised of $21.2 million in cash and $11.4 million in shares of common stock issued under the DRIP.

The Company maintains a DRIP which permits shareholders to reinvest their distributions in stock of the Company. The purchase price of DRIP investments is currently the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s most recent book value per share, computed in accordance with GAAP. The DRIP price for September 2018 through October 2018 was $18.95, which was the GAAP book value as of June 30, 2018. Starting with November 2018 distributions reinvested in December 2018, the DRIP offer price will be $18.75, which is the estimated per-share NAV as of September 30, 2018.

Share Repurchase Program

The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year, may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

On August 10, 2017, the Company's board of directors amended the SRP to provide that the repurchase price per share for requests will be equal to (a) the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s most recent book value per share, computed in accordance with GAAP, multiplied by (b) a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or qualifying disability.

Repurchase requests related to death or a qualifying disability must satisfy certain conditions, each of which are assessed by and at the sole discretion of the Company, including the following conditions. In the case of death, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the estate of the shareholder, the recipient of the shares through bequest or inheritance, or the trustee in the case of a revocable grantor trust. In the case of a “qualifying disability”, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the shareholder, or the trustee in the case of a revocable grantor trust, that the condition was not pre-existing on the date the shares were acquired. In order for a disability to be considered a “qualifying disability”, the shareholder must receive and provide evidence (the shareholder application and the notice of final determination) of disability based upon a physical or mental condition or impairment made by a government agency responsible for reviewing and determining disability retirement benefits (e.g. the Social Security Administration).

23

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Company's board of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid at the price, computed as described above on the last day of such fiscal semester. Due to these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that the Company honors the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.

For any repurchases made for the fiscal semester ending December 31, 2018, the repurchase price per share will be based on the estimated per-share NAV as of September 30, 2018 of $18.75.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.

The following table reflects the number of shares repurchased under the SRP cumulatively through September 30, 2018:

	Number of Requests	Number of Shares Repurchased	Average Price per Share
Cumulative as of December 31, 2017	2,125	1,991,391	$	21.36
January 1 - January 31, 2018(1)	889	421,809	18.56
February 1 - February 28, 2018	—	—	—
March 1 - March 31, 2018	—	—	—
April 1 - April 30, 2018	—	—	—
May 1 - May 31, 2018	—	—	—
June 1 - June 30, 2018	—	—	—
July 1 - July 31, 2018	831	387,214	18.74
August 1 - August 31, 2018	—	—	—
September 1 - September 30, 2018	—	—	—
Cumulative as of September 30, 2018	3,845	2,800,414	$	20.65

________________________

⁽¹⁾ Reflects shares repurchased in January 2018 pursuant to repurchase requests submitted for the fiscal semester ended December 31, 2017. As permitted under the SRP, the Board authorized repurchases up to the amount of proceeds reinvested through our DRIP. As a result, redemption requests in the amount of 185,689 shares were not fulfilled.

Note 8 - Commitments and Contingencies

Unfunded Commitments for Commercial Mortgage Loans

As of September 30, 2018 and December 31, 2017, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):

24

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

Funding Expiration	September 30, 2018		December 31, 2017
2018	$	6,277	$	36,475
2019	45,378		26,465
2020	173,162		20,598
2021	104,635		—
Total	$	329,452	$	83,538

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

Note 9 - Related Party Transactions and Arrangements

Advisory Agreement Fees and Reimbursements

Pursuant to the Advisory Agreement, the Company makes or was required to make the following payments and reimbursements to the Advisor:

•The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.

•The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement.

•The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, our Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0% of the aggregate total return for such year.

•Until September 2017, the Company paid its Advisor an acquisition fee of 1.0% of the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities.

•The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company‘s behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments.

Until September 29, 2016, the Former Advisor served as the Company's advisor. Prior to January 2016, the Company paid dealer-manager fees and selling commissions to an affiliate ("Former Dealer Manager") of the Former Advisor.

The table below shows the compensation and reimbursement payable to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager for services relating to the Company's public offering as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Payable as of
	September 30, 2018		December 31, 2017
Total commissions and fees incurred from the Former Dealer Manager	$	—	$	—
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	480		480

The payables as of September 30, 2018 and December 31, 2017 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.

The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the three and nine months endedSeptember 30, 2018 and September 30, 2017, and the associated payable as of September 30, 2018 and December 31, 2017 (dollars in thousands):

25

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2018		2017		2018		2017		September 30, 2018		December 31, 2017
Acquisition fees and expenses(1)	$	173	$	1,685	$	289	$	4,175	$	—	$	—
Administrative services expenses	3,501		1,480		9,822		3,285		1,299		3,480
Asset management and subordinated performance fee	2,720		2,299		7,227		6,952		1,220		2,315
Other related party expenses(2)	315		87		785		183		316		146
Total	$	6,709	$	5,551	$	18,123	$	14,595	$	2,835	$	5,941

________________________

⁽¹⁾ Total acquisition fees and expenses paid during the three and nine months endedSeptember 30, 2018 were $2.4 million and $6.6 million, respectively, of which $2.2 million and $6.3 million were capitalized within the commercial mortgage loans, held for investment line of the Company's consolidated balance sheet. For the three and nine months endedSeptember 30, 2017 total acquisition fees and expenses paid during were $3.0 million and $9.0 million, respectively, of which $1.3 million and $4.8 million were capitalized.

⁽²⁾ Included in other expenses in the Company's consolidated statement of operations.

The payables as of September 30, 2018 and December 31, 2017 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.

Purchases of Common Stock and Preferred Stock

Refer to Note 7 - Stock Transactions for a description of the Company’s private placements. Officers of the Company and other employees of the Advisor and its affiliates (“Manager Investors”) have acquired common stock and Series A preferred stock in these private placements on substantially the same terms applying to purchases by third party accredited investors unaffiliated with the Company or the Advisor. As of September 30, 2018, the Manager Investors have acquired in these private placements 1,893,569 shares of common stock for an aggregate purchase price of $31.6 million and 105 shares of Series A preferred stock for an aggregate purchase price (which includes accrued dividends) of $0.5 million. As of September 30, 2018, the remaining commitments of Manager Investors for preferred stock was $0.05 million. There were no remaining Manager Investors commitments for common stock as of September 30, 2018.

Other Transactions

On February 22, 2018, the Company purchased commercial mortgage loans, held-for-sale from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $27.8 million. The purchase of the commercial mortgage loans and the $27.8 million purchase price were approved by the Company’s board of directors. On April 18, 2018, the Company sold $23.3 million of these commercial mortgage loans into a CMBS securitization. The remaining $4.5 million of these commercial mortgage loans are recorded in commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheet as of September 30, 2018.

In December 2017, the Company purchased a commercial mortgage loan from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $17.1 million and is included in Commercial mortgage loans, held-for-investment in the consolidated balance sheet. The purchase of the commercial mortgage loan and the $17.1 million purchase price were approved by the Company’s board of directors and the Nominating and Corporate Governance Committee, which consists solely of independent directors.

Note 10 - Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

26

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Financial Instruments Measured at Fair Value on a Recurring Basis

CMBS, recorded in real estate securities, held-for-sale, measured at fair value on the consolidated balance sheet as of September 30, 2018, are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar real estate securities and the spreads used in the prior valuation. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. As of September 30, 2018, the Company obtained broker quotes for determining the fair value of each CMBS investment. As the broker quotes were both limited and non-binding, the Company has classified the CMBS as Level III. As of December 31, 2017 the Company had no CMBS.

Commercial mortgage loans held-for-sale, measured at fair value in the Company's TRS are initially recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The Company engaged the services of a third party independent valuation firm to determine fair value of investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. The Company classified the commercial mortgage loans held-for-sale, measured at fair value as Level III.

The fair value for Treasury note futures is derived using observable market prices.  Treasury note futures trade on the Chicago Mercantile Exchange (“CME”). The future contracts are liquid and are centrally cleared through the CME.  Treasury note futures are generally categorized in Level I of the fair value hierarchy.

The fair value for credit default swaps and interest rate swaps contracts are derived using pricing models that are widely accepted by marketplace participants.  Credit default swaps and interest rate swaps are traded in the OTC market. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from swap counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. Valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, credit default swaps and interest rate swaps are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, credit default swaps are categorized in Level III of the fair value hierarchy. The credit default swaps and interest rate swaps are generally categorized in Level II of the fair value hierarchy.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no transfers between levels within fair value hierarchy during the quarter ended September 30, 2018 and December 31, 2017.

The following table presents information about the Company’s financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands):

27

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

	Total		Level I		Level II			Level III
September 30, 2018
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	$	105,976	$	—	$	—		$	105,976
Real estate securities	27,048		—		—			27,048
Credit default swaps	319		—		319			—
Interest rate swaps	375		—		375			—
Treasury note futures	1,293		1,293		—			—
Total assets, at fair value	$	135,011	$	1,293	$	694	—	$	133,024
Liabilities, at fair value
Credit default swaps	$	565	$	—	$	565		$	—
Total liabilities, at fair value	$	565	$	—	$	565		$	—
December 31, 2017
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	28,531		—		—			28,531
Treasury note futures	132		132		—			—
Total assets, at fair value	$	28,663	$	132	$	—		$	28,531
Liabilities, at fair value
Credit default swaps	$	357	$	—	$	357		$	—
Total liabilities, at fair value	$	357	$	—	$	357		$	—

________________________

⁽¹⁾ Loans held in the Company's TRS, reported within Commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheets.

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. As a result, the unrealized gains and losses for assets and liabilities within the Level III category may include changes in fair value that were attributable to both observable and unobservable inputs. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands).

Asset Category	Fair Value	Valuation Methodologies	Unobservable Inputs (1)	Weighted Average (2)	Range
September 30, 2018
Commercial mortgage loans, held-for-sale, measured at fair value	$105,976	Discounted Cash Flow	Yield	5.30%	4.4% - 13.5%
Real estate securities, available-for-sale, at fair value	27,048	Broker Quotes	Yield	4.93%	4.1% - 5.6%
December 31, 2017
Commercial mortgage loans, held-for-sale, measured at fair value	$28,531	Discounted Cash Flow	Yield	4.93%	4.8% - 5.3%

⁽¹⁾ In determining certain of these inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.

⁽²⁾ Inputs were weighted based on the fair value of the investments included in the range.

28

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 for which the Company has used Level III inputs to determine fair value (dollars in thousands):

	September 30, 2018
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2018	$	28,531		$	—
Transfers into Level III	—			—
Realized gain on sale of commercial mortgage loan held-for-sale	9,765			—
Realized gain (loss) on sale of real estate securities	—			(107		)
Unrealized gain (loss)	474			—
Unrealized gain (loss) included in OCI (1)	—			171
Purchases	440,815			39,511
Sales / paydowns	(373,609		)	(12,456		)
Discount accretion/(premium amortization)	—			(71		)
Transfers out of Level III	—			—
Ending balance, September 30, 2018	$	105,976		$	27,048
	December 31, 2017
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2017	$	—		$	49,049
Transfers into Level III	—			—
Realized gain on sale of real estate securities	—			172
Realized gain on sale of commercial mortgage loan held-for-sale	4,523			—
Net accretion	—			167
Unrealized gain (loss) included in OCI (1)	—			500
Purchases	156,101			—
Sales	(132,093		)	(34,888		)
Cash repayments/receipts	—			(15,000		)
Transfers out of Level III	—			—
Ending balance, December 31, 2017	$	28,531		$	—

________________________

⁽¹⁾ Unrealized gains included in Other comprehensive income ("OCI") are attributable to assets held at September 30, 2018 and December 31, 2017.

Financial Instruments Not Measured at Fair Value

The fair values of the Company's commercial mortgage loans, held-for-investment and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of September 30, 2018 and December 31, 2017 (dollars in thousands):

		Level	Carrying Amount		Fair Value
September 30, 2018
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	2,140,702	$	2,136,052
Collateralized loan obligation	Liability	II	983,546		1,002,313
December 31, 2017
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	1,403,512	$	1,396,406
Collateralized loan obligation	Liability	II	826,150		842,812

________________________

29

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

⁽¹⁾ The carrying value is gross of $5.0 million and $1.5 million of allowance for loan losses as of September 30, 2018 and December 31, 2017, respectively.

The fair value of the commercial mortgage loans, held-for-investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company estimates the fair value of the collateralized loan obligations using external broker quotes.

Note 11 - Derivative Instruments

The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk.

As of September 30, 2018, the net premiums paid on derivative instrument assets were $0.3 million.

The following derivative instruments were outstanding as of September 30, 2018 and December 31, 2017 (dollars in thousands):

			Fair Value
Contract type	Notional		Assets (1)		Liabilities (1)
As of September 30, 2018
Credit default swaps	$	80,000	$	319	$	565
Interest rate swaps	18,000		375		—
Treasury note futures	126,382		1,293		—
Total	$	224,382	$	1,987	$	565
As of December 31, 2017
Credit default swaps	$	30,000	$	32	$	357
Treasury note futures	43,906		100		—
Total	$	73,906	$	132	$	357

_______________________

⁽¹⁾ Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

The following tables indicate the net realized and unrealized losses on derivatives, by primary underlying risk exposure, as included in loss on derivative instruments in the consolidated statements of operations for the three and nine months endedSeptember 30, 2018 and 2017(dollars in thousands).

	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)		Total
Contract type
Credit default swaps	$	(316	)	$	(64	)	$	(380	)	$	(106	)	$	29	$	(77	)
Interest rate swaps	84			195			279			74			709		783
Treasury note futures	1,504			(172		)	1,332			1,194			738		1,932
Total	$	1,272		$	(41	)	$	1,231		$	1,162		$	1,476	$	2,638

30

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total
Contract type
Credit default swaps	$	(171	)	$	(18	)	$	(189	)	$	(171	)	$	(18	)	$	(189	)
Treasury note futures	754						754			754			—			754
Total	$	583		$	(18	)	$	565		$	583		$	(18	)	$	565

Note 12 - Offsetting Assets and Liabilities

The Company's consolidated balance sheets use a gross presentation of derivative instruments, repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Gross Amounts Not Offset on the Balance Sheet
Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet		Net Amount of Assets Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged		Net Amount
September 30, 2018
Derivative instruments, at fair value	$	1,987	$	—	$	1,987		$	—	$	—	$	1,987
December 31, 2017
Derivative instruments, at fair value	$	132	$	—	$	132		$	—	$	—	$	132

							Gross Amounts Not Offset on the Balance Sheet
Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged (2)		Net Amount
September 30, 2018
Repurchase agreements, commercial mortgage loans	$	565,329	$	—	$	565,329		$	779,745	$	5,010	$	—
Repurchase agreements - real estate securities	22,272		—		22,272			26,750		69		—
Derivative instruments, at fair value	565		—		565			—		5,167		—
December 31, 2017
Repurchase agreements, commercial mortgage loans	$	65,690	$	—	$	65,690		$	163,235	$	5,005	$	—
Repurchase agreements, real estate securities (1)	39,035		—		39,035			56,044		—		—
Derivative instruments, at fair value	357		—		357			—		2,961		—

________________________

⁽¹⁾ Includes $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

⁽²⁾ These cash collateral amounts are recorded within the Restricted cash balance on the consolidated balance sheets.

Note 13 - Segment Reporting

31

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

The Company conducts its business through the following reporting segments:

• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

The following table represents the Company's operations by segment for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in thousands):

Three Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	42,943	$	41,046	$	270		$	1,627
Interest expense	17,120		15,694		192			1,234
Net income (loss)	19,000		17,275		(29		)	1,754
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Three Months Ended September 30, 2017
Interest income	22,195		21,795		269			131
Interest expense	8,845		8,386		409			50
Net income	6,975		7,588		(22		)	(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

Nine Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	106,478	$	101,073	$	317		$	5,088
Interest expense	50,183		46,813		378			2,992
Net income (loss)	36,398		30,997		(168		)	5,569
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Nine Months Ended September 30, 2017
Interest income	61,917		60,435		1,351			131
Interest expense	21,990		20,686		1,254			50
Net income	19,305		19,627		269			(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

For the purposes of the table above, any expenses not associated with a specific segment have been allocated to the business segments using a percentage derived by using the sum of commercial mortgage loans, net and real estate securities, at fair value as the denominator and commercial mortgage loans, net and real estate securities, at fair value as the numerators.

Note 14 - Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Determination of Net Asset Value per Share

On November 7, 2018, the Company’s board of directors unanimously determined an estimated NAV per share of the Company’s common stock of $18.74 as of September 30, 2018. The estimated NAV per share is based upon the estimated value of the Company’s assets less the Company’s liabilities as of September 30, 2018. An independent third-party valuation firm was engaged to value the Company’s investment portfolio. The Advisor calculated the estimated NAV per share based in part on this valuation and recommended to the board of directors the estimated NAV per share calculated by the Advisor. The valuation was

32

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited)

performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013.

As a result of the approval by the board of directors of the estimated NAV per share as of September 30, 2018, and pursuant to the terms of the DRIP and SRP, the Company (i) will offer shares pursuant to the DRIP at a purchase price of $18.75, beginning with November 2018 distributions which are reinvested in December 2018; and (ii) will repurchase shares pursuant to the SRP at a repurchase price of $18.75, subject to discounts in certain circumstances and subject to the terms and conditions of the SRP.

Private Placements

Subsequent to September 30, 2018, the Company sold an additional $1.5 million of common stock to accredited investors at $16.71 per share. The Company also entered into binding purchase commitments with Manager Investors for $2.0 million of common stock at $16.71 per share, with additional accredited investors for $2.9 million of common stock at $16.71 per share, and with accredited investors for $35 million of Series A preferred stock at $5,000 per share plus accrued dividends. Pursuant to the applicable subscription agreements, the Company can determine the timing of the closing of these commitments in its sole discretion

Advisor Transaction

On October 24, 2018, the Advisor announced that it had entered into a definitive agreement with Franklin Resources, Inc. and Templeton International, Inc. (collectively, “Franklin Templeton”), whereby Franklin Templeton has agreed, subject to the satisfaction of the closing conditions contained in the agreement, to acquire the Advisor (the “Transaction”). The consummation of the Transaction is expected to occur in early 2019. Upon consummation of the Transaction, the key senior management of the Advisor will continue to operate in the same professional capacity as prior to the Transaction. The Transaction will not impact the terms of the Amended and Restated Advisory Agreement and the Transaction will not result in any changes to the executive officers of the Company.

33

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of Benefit Street Partners Realty Trust, Inc., the notes thereto, and other financial information included elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 16, 2018.

As used herein, the terms "we," "our" and "us" refer to Benefit Street Partners Realty Trust, Inc., a Maryland corporation, and, as required by context, to Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. We are externally managed by Benefit Street Partners L.L.C. (our "Advisor").

The forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not limited to, statements as to:

• our business and investment strategy;

• our ability to make investments in a timely manner or on acceptable terms;

• current credit market conditions and our ability to obtain long-term financing for our investments in a timely manner and on terms that are consistent with what we project when we invest;

• the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;

• our ability to make scheduled payments on our debt obligations;

• our ability to generate sufficient cash flows to make distributions to our stockholders;

• our ability to generate sufficient debt and equity capital to fund additional investments

• our ability to refinance our existing financing arrangements;

• the degree and nature of our competition;

• the availability of qualified personnel;

• we may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act; and

• our ability to maintain our qualification as a real estate investment trust ("REIT"); and

• other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.

In addition, words such as "anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason.

Our investors should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

We were incorporated in Maryland on November 15, 2012 and commenced business operations on May 14, 2013. We have conducted our operations to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2013. Substantially all of our business is conducted through the OP, a Delaware limited partnership. We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.

We primarily originate, acquire and manage a diversified portfolio of commercial real estate debt investments secured by properties located within and outside of the United States. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. We also originate conduit loans which we intend to sell through a subsidiary, which is treated as a taxable REIT subsidiary (a "TRS"), into CMBS securitization transactions at a profit. Additionally, we operate a real estate securities business that focuses on investing in and asset managing commercial real estate securities primarily consisting of commercial mortgage backed securities ("CMBS') and may include unsecured REIT debt, collateralized debt obligation ("CDO") notes and other securities.

We have no direct employees. We are managed by Benefit Street Partners L.L.C., which we refer to as our Advisor, pursuant to an advisory agreement dated January 19, 2018. Our Advisor manages our affairs on a day-to-day basis and receives compensation and fees for services related to the investment and management of our assets and our operations. The Advisor, an SEC-registered investment adviser, is a credit-focused alternative asset management firm. The Advisor manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement

34

each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the Advisor’s robust platform.

Estimated Per Share NAV

On November 7, 2018, our board of directors unanimously approved and established an estimated per share net asset value (“NAV”) of $18.74. The estimated per share NAV is based upon the estimated value of our assets less our liabilities as of September 30, 2018 (the “Valuation Date”). This valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013. We believe that there have been no material changes between the Valuation Date and the date of this filing that would impact the estimated per share NAV.

With the unanimous approval of our board of directors, we engaged an independent third-party valuation firm to estimate the fair value of our loans. The valuation firm estimated the value of our loan portfolio by applying a discounted cash flow analysis to each loan to determine a range of estimated valuations. To estimate the Company’s NAV, the Advisor adjusted the loan portfolio valuation prepared by the valuation advisor by adding the amounts of cash and other tangible assets reflected on our balance sheet (as computed in accordance with GAAP) and subtracting our liabilities as reflected on our balance sheet (computed in accordance with GAAP). Based in part on these valuation ranges, the Advisor estimated that the Company’s NAV as of September 30, 2018 ranged from $17.94 to $19.52, with a midpoint estimated NAV of $18.75 (the “Midpoint Valuation”).

The Advisor recommended our board of directors approve the Midpoint Valuation as our estimated per share NAV. As with any methodology used to estimate value, the methodologies employed to estimate the NAV were based upon a number of estimates and assumptions that may not be accurate or complete. If different judgments, assumptions or opinions were used, a different estimate would likely result.

We believe that the method used to determine the estimated per share NAV of the Company’s common stock is the methodology most commonly used by public, non-listed REITs to estimate per share NAV. The estimated per share NAV does not represent the per share amount a third party would pay to acquire us, or the price at which our common stock would trade in the event we were listed on a national securities exchange. For example, the estimated per share NAV of the Company’s common stock does not reflect a liquidity discount for the fact that the shares are not currently traded on a national securities exchange and other costs that may be incurred in connection with a liquidity event. Our estimated per share NAV does not reflect the conversion of any Series A redeemable convertible preferred stock stock.

The estimated per share NAV was determined at a moment in time and as of the Valuation Date and the values of our assets and liabilities will change over time as a result of changes relating to the individual loans in our portfolio as well as changes and developments in the real estate and capital markets generally, including changes in interest rates. Stockholders should not rely on the estimated per share NAV in making a decision to buy or sell shares of our common stock.

Significant Accounting Policies and Use of Estimates

A summary of our significant accounting policies is set forth in Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included in this Quarterly Report on Form 10-Q. A full disclosure of our significant accounting polices is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

Portfolio

As of September 30, 2018 and December 31, 2017, our commercial mortgage loans, held-for-investment portfolio consisted of 100 and 69 loans, respectively. The commercial mortgage loans held for investment had a total carrying value, net of allowance for loan losses, of $2,135.7 million and $1,402.0 million, respectively. As of September 30, 2018 and December 31, 2017, our total commercial mortgage loans, held-for-sale, measured at fair value comprised of 12 and 3 loans, with a fair value of $106.0 million and $28.5 million, respectively. We had two CMBS investments as of September 30, 2018 with a total fair value of $27.0 million and no CMBS investments as of December 31, 2017. For our commercial mortgage loans, excluding commercial mortgage loans accounted for under the fair value option, we currently estimate loss rates based on historical realized losses experienced in the industry and take into account current collateral and economic conditions affecting the probability or severity of losses when establishing the allowance for loan losses. We recorded a general allowance for loan losses as of September 30, 2018 and December 31, 2017 in the amount of $5.0 million and $1.5 million, respectively.As of September 30, 2018, we had one loan with an unpaid principal balance of $16.8 million and fair value of $12.1 million in non-performing status. We applied six months of interest received totaling $0.6 million as a reduction to the unpaid principal balance. In the three and nine months ended September 30, 2018, we recorded $1.3 million and $4.1 million respectively, of asset-specific reserve included in loan loss provision/(recovery) on the consolidated statement of operations. As of December 31, 2017, we did not have any loans that were past due on their payments, in non-performing status or impaired.

As of September 30, 2018 and December 31, 2017, our commercial mortgage loans, excluding commercial mortgage loans accounted for under the fair value option, had a weighted average coupon of 6.6% and 6.7%, and a weighted average life of 1.5

35

and 1.3 years, respectively. Our CMBS investments had a weighted average coupon of 4.7% and a remaining life of 5.2 years as of September 30, 2018.

The following charts summarize our commercial mortgage loans held-for- investment portfolio as a percentage of par value, by the collateral type, geographical region and coupon rate type as of September 30, 2018 and December 31, 2017:

36

37

38

An investments region classification is defined according to the below map based on the location of investments' secured property.

The following charts show the par value by contractual maturity year for the commercial mortgage loans held for investment, in our portfolio as of September 30, 2018 and December 31, 2017.

39

The following table shows selected data from our commercial mortgage loans held-for-investment portfolio as of September 30, 2018 (dollars in thousands):

Loan Type	Property Type	Par Value	Interest Rate (1)	Effective Yield	Loan to Value (2)
Mezzanine Loan 1	Multifamily	$4,000	12.00%	12.0%	74.5%
Mezzanine Loan 2	Office	7,000	12.00%	12.0%	78.3%
Mezzanine Loan 3	Multifamily	3,480	9.50%	9.5%	84.3%
Mezzanine Loan 4	Office	10,000	10.00%	10.0%	78.7%
Mezzanine Loan 5	Multifamily	3,000	1 month LIBOR + 13.00%	15.2%	77.7%
Senior Debt 1	Office	31,250	1 month LIBOR + 4.50%	6.7%	71.1%
Senior Debt 2	Retail	9,450	1 month LIBOR + 4.90%	7.1%	69.2%
Senior Debt 3	Office	38,385	1 month LIBOR + 5.25%	7.4%	72.1%
Senior Debt 4	Retail	11,684	1 month LIBOR + 4.50%	6.7%	74.8%
Senior Debt 5	Hospitality	16,800	1 month LIBOR + 4.90%	7.1%	74.0%
Senior Debt 6	Retail	14,600	1 month LIBOR + 4.25%	6.4%	65.0%
Senior Debt 7	Office	10,700	1 month LIBOR + 4.65%	6.8%	70.8%
Senior Debt 8	Industrial	20,215	1 month LIBOR + 4.25%	6.4%	68.0%
Senior Debt 9	Retail	7,500	1 month LIBOR + 5.00%	7.2%	59.0%
Senior Debt 10	Multifamily	4,885	1 month LIBOR + 3.85%	6.0%	76.8%
Senior Debt 11	Multifamily	6,298	1 month LIBOR + 3.95%	6.1%	77.5%
Senior Debt 12	Multifamily	5,894	1 month LIBOR + 4.05%	6.2%	80.0%
Senior Debt 13	Industrial	33,655	1 month LIBOR + 4.00%	6.2%	65.0%
Senior Debt 14	Office	12,000	1 month LIBOR + 4.75%	6.9%	54.1%
Senior Debt 15	Office	35,000	1 month LIBOR + 5.00%	7.2%	79.0%
Senior Debt 16	Office	29,398	1 month LIBOR + 4.25%	6.4%	73.3%
Senior Debt 17	Office	20,530	1 month LIBOR + 5.35%	7.5%	48.2%
Senior Debt 18	Retail	13,700	1 month LIBOR + 4.75%	6.9%	62.6%
Senior Debt 19	Retail	28,900	1 month LIBOR + 4.73%	6.9%	73.1%
Senior Debt 20	Retail	12,953	1 month LIBOR + 5.00%	7.2%	73.3%
Senior Debt 21	Retail	15,750	1 month LIBOR + 5.25%	7.4%	70.5%
Senior Debt 22	Multifamily	17,657	1 month LIBOR + 7.10%	9.3%	76.4%
Senior Debt 23	Hospitality	12,600	1 month LIBOR + 5.50%	7.7%	61.6%

40

Loan Type	Property Type	Par Value	Interest Rate (1)	Effective Yield	Loan to Value (2)
Senior Debt 24	Hospitality	13,025	1 month LIBOR + 5.50%	7.7%	71.2%
Senior Debt 25	Retail	22,587	1 month LIBOR + 5.00%	7.2%	60.9%
Senior Debt 26	Multifamily	26,000	1 month LIBOR + 5.25%	7.4%	69.7%
Senior Debt 27	Hospitality	14,900	1 month LIBOR + 6.25%	8.4%	69.0%
Senior Debt 28	Office	12,830	1 month LIBOR + 4.45%	6.6%	64.2%
Senior Debt 29	Office	10,400	1 month LIBOR + 5.50%	7.7%	74.0%
Senior Debt 30	Multifamily	39,700	1 month LIBOR + 5.50%	7.7%	76.0%
Senior Debt 31	Multifamily	25,500	1 month LIBOR + 4.85%	7.0%	83.1%
Senior Debt 32	Retail	7,500	1 month LIBOR + 5.25%	7.4%	70.5%
Senior Debt 33	Office	56,928	1 month LIBOR + 4.50%	6.7%	69.2%
Senior Debt 34	Multifamily	46,612	1 month LIBOR + 4.50%	6.7%	73.8%
Senior Debt 35	Hospitality	8,875	1 month LIBOR + 6.20%	8.4%	67.7%
Senior Debt 36	Office	25,120	1 month LIBOR + 4.15%	6.3%	69.5%
Senior Debt 37	Multifamily	34,875	1 month LIBOR + 3.75%	5.9%	71.2%
Senior Debt 38	Office	12,400	1 month LIBOR + 4.00%	6.2%	69.7%
Senior Debt 39	Hospitality	10,600	1 month LIBOR + 5.00%	7.2%	61.6%
Senior Debt 40	Office	20,620	1 month LIBOR + 4.25%	6.4%	68.6%
Senior Debt 41	Hospitality	7,700	1 month LIBOR + 5.75%	7.9%	77.0%
Senior Debt 42	Multifamily	17,653	1 month LIBOR + 3.62%	5.8%	69.5%
Senior Debt 43	Multifamily	13,740	1 month LIBOR + 4.75%	6.9%	63.9%
Senior Debt 44	Hospitality	57,075	1 month LIBOR + 5.19%	7.4%	51.8%
Senior Debt 45	Multifamily	13,481	1 month LIBOR + 4.50%	6.7%	68.4%
Senior Debt 46	Multifamily	26,111	1 month LIBOR + 4.50%	6.7%	22.4%
Senior Debt 47	Hospitality	10,250	1 month LIBOR + 5.25%	7.4%	60.7%
Senior Debt 48	Hospitality	15,280	1 month LIBOR + 4.41%	6.6%	48.1%
Senior Debt 49	Multifamily	16,635	1 month LIBOR + 3.60%	5.8%	80.5%
Senior Debt 50	Multifamily	11,841	1 month LIBOR + 3.30%	5.5%	70.9%
Senior Debt 51	Multifamily	27,300	1 month LIBOR + 3.50%	5.7%	75.0%
Senior Debt 52	Office	24,350	1 month LIBOR + 4.65%	6.8%	56.4%
Senior Debt 53	Hospitality	21,000	1 month LIBOR + 4.00%	6.2%	54.8%
Senior Debt 54	Office	19,450	1 month LIBOR + 3.70%	5.9%	58.9%
Senior Debt 55	Multifamily	19,683	1 month LIBOR + 4.25%	6.4%	75.0%
Senior Debt 56	Multifamily	15,218	1 month LIBOR + 3.65%	5.8%	77.0%
Senior Debt 57	Multifamily	42,000	1 month LIBOR + 3.70%	5.9%	63.7%
Senior Debt 58	Hospitality	13,500	1 month LIBOR + 4.75%	6.9%	59.9%
Senior Debt 59	Hospitality	15,000	1 month LIBOR + 4.95%	7.1%	52.6%
Senior Debt 60	Hospitality	24,872	1 month LIBOR + 4.00%	6.2%	68.0%
Senior Debt 61	Hospitality	20,232	1 month LIBOR + 4.40%	6.6%	72.7%
Senior Debt 62	Multifamily	31,750	1 month LIBOR + 3.60%	5.8%	83.6%
Senior Debt 63	Self-Storage	4,120	1 month LIBOR + 4.05%	6.2%	45.5%
Senior Debt 64	Self-Storage	6,496	1 month LIBOR + 5.05%	7.2%	55.8%
Senior Debt 65	Retail	50,732	1 month LIBOR + 4.25%	6.4%	87.1%
Senior Debt 66	Multifamily	7,500	1 month LIBOR + 4.25%	6.4%	80.6%
Senior Debt 67	Office	23,000	1 month LIBOR + 3.65%	5.8%	66.5%
Senior Debt 68	Self-Storage	7,306	1 month LIBOR + 5.05%	7.2%	57.6%
Senior Debt 69	Multifamily	76,128	1 month LIBOR + 3.50%	5.7%	71.8%
Senior Debt 70	Multifamily	39,570	1 month LIBOR + 4.75%	6.9%	70.4%
Senior Debt 71	Self-Storage	2,400	1 month LIBOR + 4.05%	6.2%	37.6%
Senior Debt 72	Multifamily	10,500	1 month LIBOR + 5.54%	7.7%	64.4%
Senior Debt 73	Self-Storage	6,310	1 month LIBOR + 5.05%	7.2%	59.1%
Senior Debt 74	Multifamily	20,226	1 month LIBOR + 3.15%	5.3%	79.7%
Senior Debt 75	Multifamily	11,590	1 month LIBOR + 3.75%	5.9%	85.9%
Senior Debt 76	Multifamily	66,000	1 month LIBOR + 3.75%	5.9%	76.8%

41

Loan Type	Property Type	Par Value	Interest Rate (1)	Effective Yield	Loan to Value (2)
Senior Debt 77	Multifamily	17,250	1 month LIBOR + 4.25%	6.4%	70.0%
Senior Debt 78	Retail	31,000	1 month LIBOR + 4.95%	7.1%	85.4%
Senior Debt 79	Hospitality	22,355	1 month LIBOR + 4.00%	6.2%	68.8%
Senior Debt 80	Hospitality	34,000	1 month LIBOR + 4.50%	6.7%	36.2%
Senior Debt 81	Mixed-Use	96,704	1 month LIBOR + 4.00%	6.2%	67.0%
Senior Debt 82	Mixed-Use	15,401	1 month LIBOR + 4.75%	6.9%	49.0%
Senior Debt 83	Multifamily	11,120	1 month LIBOR + 3.50%	5.7%	74.6%
Senior Debt 84	Multifamily	16,283	1 month LIBOR + 3.30%	5.5%	83.1%
Senior Debt 85	Office	18,700	1 month LIBOR + 3.75%	5.9%	70.0%
Senior Debt 86	Office	50,000	1 month LIBOR + 4.23%	6.4%	59.6%
Senior Debt 87	Self-Storage	3,300	1 month LIBOR + 6.00%	8.2%	58.9%
Senior Debt 88	Multifamily	7,250	1 month LIBOR + 4.00%	6.2%	75.6%
Senior Debt 89	Multifamily	99,305	1 month LIBOR + 3.10%	5.3%	79.1%
Senior Debt 90	Office	13,025	1 month LIBOR + 3.40%	5.6%	67.5%
Senior Debt 91	Retail	29,500	6.25%	6.3%	68.5%
Senior Debt 92	Multifamily	25,500	1 month LIBOR + 3.50%	5.7%	73.3%
Senior Debt 93	Multifamily	13,600	1 month LIBOR + 3.53%	5.7%	65.4%
Senior Debt 94	Self-Storage	6,125	1 month LIBOR + 5.50%	7.7%	68.1%
Senior Debt 95	Hospitality	18,000	5.75%	5.8%	52.9%
		$2,150,173		6.6%	68.8%

________________________

⁽¹⁾ Our floating rate loan agreements contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the "cap rate"). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower's exposure to rising interest rates.

⁽²⁾ Loan to value percentage is from metrics at origination.

The following table shows selected data from our commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands):

Loan Type	Property Type	Par Value	Interest Rate	Effective Yield	Loan to Value (1)
Mezzanine Loan 6	Multifamily	$2,600	1 month LIBOR + 9.50%	11.7%	77.9%
TRS Senior 1	Hospitality	4,023	5.64%	5.6%	52.9%
TRS Senior 2	Retail	6,955	5.65%	5.7%	68.0%
TRS Senior 3	Retail	12,550	5.08%	5.1%	73.3%
TRS Senior 4	Multifamily	4,500	5.53%	5.5%	66.0%
TRS Senior 5	Hospitality	19,250	5.15%	5.2%	67.5%
TRS Senior 6	Retail	7,600	5.71%	5.7%	48.4%
TRS Senior 7	Self-Storage	12,500	4.62%	4.6%	43.0%
TRS Senior 8	Retail	12,825	5.21%	5.2%	72.5%
TRS Senior 9	Multifamily	10,100	5.36%	5.4%	67.3%
TRS Senior 10	Multifamily	10,500	4.78%	4.8%	65.6%
TRS Senior 11	Retail	2,100	5.44%	5.4%	53.2%
		$105,503		5.3%	63.7%

________________________

⁽¹⁾ Loan to value percentage is from metrics at origination.

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The following table shows selected data from our real estate securities, available-for-sale, at fair value (dollars in thousands):

Type	Par Value	Interest Rate	Effective Yield
CMBS 1	$13,250	1M LIBOR + 2.95%	5.1%
CMBS 2	13,500	1M LIBOR + 2.10%	4.3%
	$26,750		4.7%

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Results of Operations

Comparison of the Three Months Ended September 30,2018 to the Three Months Ended September 30,2017

We conduct our business through the following segments:

• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months endedSeptember 30, 2018 and 2017 (dollars in thousands):

	Three Months Ended September 30,
	2018							2017
	Average Carrying Value(1)			Interest Income / Expense(2)		WA Yield / Financing Cost(3)(4)		Average Carrying Value(1)			Interest Income / Expense(2)		WA Yield / Financing Cost(3)(4)
Interest-earning assets:
Real estate debt	$	2,006,833		$	41,046	8.2	%	$	1,261,191		$	21,795	6.9	%
Real estate conduit	118,375			1,627		5.5	%	11,722			131		4.5	%
Real estate securities	29,561			270		3.7	%	12,749			269		8.4	%
Total	$	2,154,769		$	42,943	8.0	%	$	1,285,662		$	22,195	6.9	%
Interest-bearing liabilities:
Repurchase agreements - commercial mortgage loans	$	456,636		$	6,194	5.4	%	$	237,017		$	2,784	4.7	%
Other financing - commercial mortgage loans	—			—		N/A		34,681			472		5.4	%
Repurchase agreements - real estate securities	23,056			192		3.3	%	47,477			409		3.4	%
Collateralized loan obligations	1,086,901			10,592		3.9	%	523,227			5,180		4.0	%
Derivative instruments	—			142		N/A		—			—		N/A
Total	$	1,566,593		$	17,120	4.4	%	$	842,402		$	8,845	4.2	%
Net interest income/spread				$	25,823	3.6	%				$	13,350	2.7	%
Average leverage %(5)	72.7		%					65.5		%
Weighted average levered yield(6)						10.6	%						8.7	%

________________________

⁽¹⁾ Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. Amounts are calculated based on daily averages for three months ended September 30, 2018 and 2017, respectively.

⁽²⁾ Includes the effect of amortization of premium or accretion of discount and deferred fees.

⁽³⁾ Calculated as interest income or expense divided by average carrying value.

⁽⁴⁾ Annualized.

⁽⁵⁾ Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

⁽⁶⁾ Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield interest-earning assets.

44

Interest Income

Interest income earned during the three months endedSeptember 30, 2018 was $20.7 million higher compared to the three months ended September 30, 2017. The increase in interest income was due to an increase in the 1 Month LIBOR, the benchmark index for our loans, and an increase of $869.1 million in the average carrying value of our interest-earning assets. As of September 30, 2018, our loans had a total gross carrying value of $2,246.7 million and our CMBS investments had a fair value of $27.0 million, while as of September 30, 2017, our loans had a total gross carrying value of $1,379.2 million. As of September 30, 2017, the Company did not have any CMBS investments.

Interest income earned at the TRS during the three months endedSeptember 30, 2018 was $1.6 million compared to $0.1 million for the three months ended September 30, 2017. The $1.5 million increase in interest income was due to the formation of the TRS in September 2017.

Interest Expense

Interest expense for the three months endedSeptember 30, 2018 was $8.3 million higher compared to the three months endedSeptember 30, 2017. The increase in interest expense was due to an increase in the 1 Month LIBOR, the benchmark index for our financing lines, and an increase of $724.2 million in the average carrying value of our interest-bearing liabilities, of which approximately $563.7 million is an increase due to one CLO issued in 2018.

Interest expense at the TRS for the three months endedSeptember 30, 2018 was $1.2 million compared to $0.1 million for the three months ended September 30, 2017. The $1.1 million increase in interest expense was due to the formation of the TRS in September 2017.

Realized Gain/Loss on Commercial Mortgage Loans Held-for-Sale

Realized gain on commercial mortgage loans held-for-sale, measured at fair value, at the TRS for the three months endedSeptember 30, 2018 was $3.4 million compared to $0.0 million for the three months endedSeptember 30, 2017. The $3.4 million increase in realized gain was due to the sale of fixed-rate commercial real estate loans into the CMBS securitization market during the three months endedSeptember 30, 2018, versus no comparable transaction in the three months endedSeptember 30, 2017 due to the formation of the TRS in September 2017.

Expenses from Operations

Expenses from operations for the three months endedSeptember 30, 2018 and 2017 were made up of the following (dollars in thousands):

	Three Months Ended September 30,
	2018		2017
Asset management and subordinated performance fee	$	2,720	$	2,299
Acquisition fees and acquisition expenses	173		1,685
Administrative services expenses	3,501		1,480
Professional fees	2,556		1,348
Other expenses	774		1,411
Total expenses	$	9,724	$	8,223

For the three months ended September 30, 2018, expenses were primarily related to asset management and subordinated performance fees, professional fees and administrative services expenses. Asset management and subordinated performance increased by $0.4 million due to an increase in the company's equity base. The entire amount in the asset management and subordinated performance fee line for the three months endedSeptember 30, 2018 and three months endedSeptember 30, 2017 is composed of asset management fees, as there were no subordinated performance fees incurred in either period due to applicable conditions not having been satisfied.

During the three months endedSeptember 30, 2018 and September 30, 2017, we incurred $3.5 million and $1.5 million of administrative services expenses, respectively, an increase of approximately $2.0 million; additionally, during the three months endedSeptember 30, 2018 and September 30, 2017 we incurred $2.6 million and $1.3 million of professional fees, respectively, an increase of approximately $1.2 million. The increases in administrative services expenses and professional fees are due to increases in overall company growth, origination activities and the addition of the TRS.

45

Comparison of the Nine Months Ended September 30,2018 to the Nine Months Ended September 30,2017

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the nine months endedSeptember 30, 2018 and 2017 (dollars in thousands):

	Nine Months Ended September 30,
	2018							2017
	Average Carrying Value(1)			Interest Income / Expense(2)		WA Yield / Financing Cost(3)(4)		Average Carrying Value(1)			Interest Income / Expense(2)		WA Yield / Financing Cost(3)(4)
Interest-earning assets:
Real estate debt	$	1,759,578		$	101,073	7.7	%	$	1,153,065		$	60,435	7.0	%
Real estate conduit	106,951			5,088		6.3	%	3,950			131		4.4	%
Real estate securities	11,218			317		3.8	%	25,424			1,351		7.1	%
Total	$	1,877,747		$	106,478	7.6	%	$	1,182,439		$	61,917	7.0	%
Interest-bearing liabilities:
Repurchase agreements - commercial mortgage loans	$	320,814		$	13,964	5.8	%	$	301,665		$	10,511	4.6	%
Other financing - commercial mortgage loans	11,867			1,215		13.7	%	17,555			712		5.4	%
Repurchase agreements - real estate securities	15,222			378		3.3	%	54,928			1,254		3.0	%
Collateralized loan obligations	977,477			34,342		4.7	%	335,683			9,513		3.8	%
Derivative instruments	—			284		N/A		—			—		N/A
Total	$	1,325,380		$	50,183	5.0	%	$	709,831		$	21,990	4.1	%
Net interest income/spread				$	56,295	2.6	%				$	39,927	2.9	%
Average leverage %(5)	70.6		%					60.0		%
Weighted average levered yield(6)						9.4	%						8.7	%

________________________

⁽¹⁾ Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. Amounts are calculated based on daily averages for nine months ended September 30, 2018 and 2017, respectively.

⁽²⁾ Includes the effect of amortization of premium or accretion of discount and deferred fees.

⁽³⁾ Calculated as interest income or expense divided by average carrying value.

⁽⁴⁾ Annualized.

⁽⁵⁾ Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

⁽⁶⁾ Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield interest-earning assets.

Interest Income

Interest income earned during the nine months endedSeptember 30, 2018 was $44.6 million higher compared to the nine months ended September 30, 2017. The increase in interest income was due to an increase in the 1 Month LIBOR, the benchmark index for our loans, and an increase of $695.3 million in the average carrying value of our interest-earning assets. As of September 30, 2018, our loans had a total gross carrying value of $2,246.7 million and two CMBS investments had a fair value of $27.0 million, while as of September 30, 2017, our loans had a total gross carrying value of $1,379.2 million. As of September 30, 2017, the Company did not have any CMBS investments.

Interest income earned at the TRS during the nine months endedSeptember 30, 2018 was $5.1 million compared to $0.1 million for the nine months ended ended September 30, 2017. The $5.0 million increase in interest income was due to the formation of the TRS in September 2017.

Interest Expense

Interest expense for the nine months endedSeptember 30, 2018 was $28.2 million higher compared to the nine months endedSeptember 30, 2017. The increase in interest expense was due to an increase in the 1 Month LIBOR, the benchmark

46

index for our financing lines and an increase of $615.0 million in the average carrying value of our interest-bearing liabilities, of which approximately $641.8 million is an increase due to one CLO issued in 2018 and a non-cash charge of $6.4 million related to the call of RFT 2015-FL1 CLO on February 15, 2018, partially offset by a $39.7 million decrease in the average carrying value of repurchase agreements on real estate securities.

Interest expense at the TRS for the nine months endedSeptember 30, 2018 was $3.0 million compared to $0.1 million for the nine months endedSeptember 30, 2017. The $2.9 million increase in interest expense was due to minimal activity in 2017 due to the formation of the TRS in September 2017.

Realized Gain/Loss on Commercial Mortgage Loans Held-for-Sale

Realized loss on commercial mortgage loans held-for-sale for the nine months endedSeptember 30, 2018 was $48.0 thousand compared to $1.6 million for the nine months endedSeptember 30, 2017. The $1.5 million decrease in realized loss was due to only one realized transaction for commercial mortgage loans held-for-sale during nine months ended September 30, 2018 versus seven realized transactions during the nine months endedSeptember 30, 2017.

Realized gain on commercial mortgage loans held-for-sale, measured at fair value at the TRS for the nine months endedSeptember 30, 2018 was $9.8 million compared to no realized gains for the nine months endedSeptember 30, 2017. The $9.8 million increase in realized gain was due to the sale of fixed-rate commercial real estate loans into the CMBS securitization market during the nine months endedSeptember 30, 2018 versus no comparable transactions in the nine months endedSeptember 30, 2017 due to the formation of the TRS in September 2017.

Expenses from Operations

Expenses from operations for the nine months endedSeptember 30, 2018 and 2017 were made up of the following (dollars in thousands):

	Nine Months Ended September 30,
	2018		2017
Asset management and subordinated performance fee	$	7,227	$	6,952
Acquisition fees and acquisition expenses	289		4,175
Administrative services expenses	9,822		3,285
Professional fees	6,803		3,320
Other expenses	3,896		2,773
Total expenses	$	28,037	$	20,505

For the nine months endedSeptember 30, 2018, expenses were primarily related to asset management and subordinated performance fees, professional fees and administrative services expenses. During the nine months endedSeptember 30, 2018 and September 30, 2017, we incurred $7.2 million and $7.0 million of asset management and subordinated performance fees, respectively, an increase of $0.3 million due to increased equity. The entire $7.2 million and $7.0 million in the asset management and subordinated performance fee line for the nine months endedSeptember 30, 2018 and nine months endedSeptember 30, 2017 is composed of asset management fees, as there were no subordinated performance fees incurred in either period due to applicable conditions not having been satisfied.

During the nine months endedSeptember 30, 2018 and September 30, 2017, we incurred $9.8 million and $3.3 million of administrative services expenses, respectively, an increase of approximately $6.5 million; additionally, during the nine months endedSeptember 30, 2018 and September 30, 2017 we incurred $6.8 million and $3.3 million of professional fees, respectively, an increase of approximately $3.5 million. The increases in administrative services expenses and professional fees are due to increase in overall company growth, origination activities and the addition of the TRS.

Liquidity and Capital Resources

Our principal demands for cash will be funding our loan investments, payment of fees and reimbursements to the Advisor, the payment of our operating and administrative expenses, continuing debt service obligations, and distributions to our stockholders. We currently believe that we have sufficient liquidity and capital resources available for all anticipated uses, including the origination of loan investments, required debt service and the payment of cash dividends.

We expect to use additional debt and equity financing as a source of capital. Our board of directors currently intends to operate at a leverage level of between one to three times book value of equity. However, our board of directors may change this target without shareholder approval. In addition, in 2018 we have entered into binding commitments with accredited investors for the sale of $228.3 million of common and preferred equity, and as of September 30, 2018, have an aggregate of $35.1 million of committed equity capital commitments available to close at our discretion. We anticipate that our debt and equity

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financing sources and our anticipated cash generated from operations will be adequate to fund our operating and administrative expenses, continuing debt service obligations and the payment of distributions.

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, securitizations, public and private, secured and unsecured debt issuances by us or our subsidiaries, or through capital recycling initiatives whereby we sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.

Collateralized Loan Obligation

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL1 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 20 mortgage assets having a total principal balance of $319.0 million (the “2017-FL1 Mortgage Assets”) originated by a subsidiary of the Company. The sale of the 2017-FL1 Mortgage Assets to BSPRT 2017-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and BSPRT 2017-FL1 Issuer.

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL2 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 17 mortgage assets having a total principal balance of $341.9 million(the “2017-FL2 Mortgage Assets”) originated by a subsidiary of the Company and $8.2 million of cash held by the servicer related to loan payoffs, . The sale of the 2017-FL2 Mortgage Assets to BSPRT 2017-FL2 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of November 29, 2017, between the Company and BSPRT 2017-FL2 Issuer.

On April 5, 2018, BSPRT 2018-FL3 Issuer, Ltd. (the “Issuer”) and BSPRT 2018-FL3 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 39 mortgage assets having a principal balance of $582.8 million (the "2018-FL3 Mortgage Assets") and $27.3 million of of cash held by the servicer related to loan payoffs, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $546 million principal balance secured floating rate notes (the “Notes”), of which $488 million were purchased by third party investors and $58 million purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the Notes, the Issuer also issued 64,050,000 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities.

On October 12, 2018 (the “Closing Date”), two consolidated subsidiaries of the Company, BSPRT 2018-FL4 Issuer, Ltd. (the “Issuer”) and BSPRT 2018-FL4 Co-Issuer, LLC (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), issued notes with an aggregate principal amount of approximately $868.4 million, evidencing a commercial real estate mortgage securitization, and sold such 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 Co-Issuers, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent (the “Advancing Agent”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), as note administrator (in such capacity, the “Note Administrator”), as custodian and in other capacities. 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 seven classes of Notes (each, a “Class”) were issued pursuant to the terms of the Indenture: (i) $ 416,827,000 Class A Senior Secured Floating Rate Notes due 2035 (the “Class A Notes”); (ii) $ 73,813,000 Class A-S Second Priority Secured Floating Rate Notes due 2035 (the “Class A-S Notes”); (iii) $ 56,446,000 Class B Third Priority Secured Floating Rate Notes due 2035 (the “Class B Notes”); (iv) $ 68,385,000 Class C Fourth Priority Secured Floating Rate Notes due 2035 (the “Class C Notes”); (v) $ 57,531,000 Class D Fifth Priority Secured Floating Rate Notes due 2035 (the “Class D Notes”); (vi) $ 28,223,000 Class E Sixth Priority Secured Floating Rate Notes due 2035 (the “Class E Notes”); (vii) $ 35,821,000 Class F Seventh Priority Secured Floating Rate Notes due 2035 (the “Class F Notes”) and (viii) $33,650,000 Class G Eighth Priority Floating Rate Notes due 2035 (the “Class G Notes”). A wholly-owned subsidiary of the Company retained the preferred equity of the Issuer.

The Offered Notes are secured by a portfolio (the “Portfolio”) comprising (i) eight commercial or multifamily real estate whole loans and 24 fully-funded senior or pari passu participations in certain other commercial or multifamily real estate whole loans with an aggregate principal balance of approximately $738.1 million as of the Closing Date, and (ii) $130.3 million as of the Closing Date to fund the acquisition of additional mortgage assets during the ramp-up acquisition period. 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.

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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, the Note Administrator and the Trustee entered into a servicing agreement (the “Servicing Agreement”) with Situs Asset Management LLC (the “Servicer”) and Situs Holdings, LLC (the “Special Servicer”), pursuant to which the Servicer agreed to act as the servicer for the mortgage assets and the Special Servicer agreed to act as special servicer for the mortgage assets.

In connection with its duties under the Servicing Agreement, the Servicer will be entitled to a monthly servicing fee equal to 0.04% per annum of the outstanding principal balance of each mortgage asset and a monthly investor reporting fee in the amount of $1,000. 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, and the Offered Notes also represent non-recourse obligations of the Co-Issuer. 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 Co-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: 1.050% plus one-month LIBOR for the Class A Notes, 1.300% plus one-month LIBOR for the Class A-S Notes, 1.600% plus one-month LIBOR for the Class B Notes, 2.100% plus one-month LIBOR for the Class C Notes, 2.750% plus one-month LIBOR for the Class D Notes and 3.050% plus one-month LIBOR for the Class E Notes. Interest payments on the Notes are payable monthly, beginning on October 15, 2018, until and including September 15, 2035, 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 stated maturity date, 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 weighted average life of each class of Offered Notes is currently expected to be 3.15 years for the Class A Notes, 4.30 years for the Class A-S Notes, 4.47 years for the Class B Notes, 4.66 years for the Class C Notes, 4.75 years for the Class D Notes and 4.85 years for the Class E. 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.

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, Co-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.

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Repurchase Agreements, Commercial Mortgage Loans

As of September 30, 2018, we have repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S. Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Facility") and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility, Barclays Facility, the "Repo Facilities").

The JPM Repo Facility has a maturity date of January 30, 2020 plus a one-year extension at the Company's option and provides up to $520.0 million in advances. The GS Repo Facility has a maturity date of December 27, 2018, with a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions, and provides up to $250.0 million in advances. The USB Repo Facility matures on June 15, 2020, with two one-year extensions at the option of the Company, which may be exercised upon the satisfaction of certain conditions, and provides up to $100.0 million in advances. The CS Repo Facility matures on June 19, 2019 and provides up to $300 million in advances. Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.

We expect to use advances from these Repo Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.

As of September 30, 2018 and December 31, 2017, there was $241.3 million and $42.0 million outstanding under the JPM Repo Facility, respectively. As of September 30, 2018 and December 31, 2017, we had $0.0 million and $13.5 million outstanding under the GS Repo Facility, respectively. As of September 30, 2018 and December 31, 2017, we had $309.4 million and $10.1 million outstanding under the CS Repo Facility, respectively. As of September 30, 2018, there was $14.7 million outstanding under the USB Repo Facility and no advances as of December 31, 2017.

The Company entered into the Barclays Facility on September 19, 2017.  The Barclays Facility provides for a senior secured $100.0 million revolving line of credit and bears interest at per annum rates equal to one of two base rates plus an applicable margin. The Barclays Facility has a maturity of September 19, 2019, subject to an extension term of one year, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date. The Barclays Facility may be prepaid from time to time and at any time, in whole or in part, without premium or penalty. The Company expects to use advances on the Barclays Facility to finance the origination of eligible loans, including first lien mortgage loans, junior mortgage loans, mezzanine loans, and participation interests therein. We had no advances under the Barclays Facility as of September 30, 2018 and December 31, 2017.

The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position.

Other financing - Commercial Mortgage Loans

We entered into a financing arrangement with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017. The PWB Financing provided the Company with $36.2 million and was collateralized by a portfolio asset of $54.2 million. The PWB Financing had a maturity date of June 9, 2019. We paid off the outstanding balance in June 2018. As of December 31, 2017, we had $26.2 million outstanding under the PWB Financing.

Repurchase Agreements - Real Estate Securities

We entered into various Master Repurchase Agreements ("MRAs") that allow us to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary.

Below is a summary of the Company's MRAs as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Amount						Weighted Average
Counterparty	Outstanding		Accrued Interest		Collateral Pledged		Interest Rate		Days to Maturity
As of September 30, 2018
J.P. Morgan Securities LLC	$	22,272	$	5	$	26,750	2.91	%	26
Total/Weighted Average	$	22,272	$	5	$	26,750	2.91	%	26
As of December 31, 2017
J.P. Morgan Securities LLC (1)	$	39,035	$	11	$	56,044	3.32	%	26
Total/Weighted Average	$	39,035	$	11	$	56,044	3.32	%	26

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⁽¹⁾ Collateral includes $56.0 million Tranche C of Company issued CLO held by the Company, which eliminates within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017, respectively.

Private Placements

Since February 2018 the Company has been conducting offerings of its common stock and Series A preferred stock in offerings exempt from the registration requirements of the Securities Act. The following table summarizes the sales of common stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price
June 25, 2018	834,537	$	13,723
July 13, 2018	1,669,074	27,446
August 20, 2018	3,370,362	55,421
September 10, 2018	14,962	250
Total	5,888,935	$	96,840

The following table summarizes the sales of Series A preferred stock in these offerings (dollars in thousands, except share amounts; includes accrued dividends):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price
June 25, 2018	2,256	$	11,278
July 13, 2018	4,498	22,554
August 20, 2018	9,083	45,619
August 28, 2018	3,378	17,000
Total	19,215	$	96,451

As of September 30, 2018, the Company had binding purchase commitments for $20 million of common stock at $16.71 per share and $15.1 million of Series A preferred stock at $5,000 per share plus accrued dividends. As of October 31, 2018, the Company had binding purchase commitments for $22.0 million of common stock at $16.71 per share and $50.3 million of Series A preferred stock at $5,000 per share plus accrued dividends. Pursuant to the applicable subscription agreements, the Company can determine the timing of the closing of these commitments in its sole discretion.

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes.

In March 2016, our board of directors authorized and declared ongoing monthly distributions at a rate equivalent to $2.0625 per annum, per share. In August 2017, our board of directors authorized and declared ongoing monthly distributions at a rate equivalent to $1.44 per annum, per share.

The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Company's board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.

The below table shows the distributions paid on shares of common stock outstanding during the nine months ended September 30, 2018 and 2017 (dollars in thousands):

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Nine Months Ended September 30, 2018
Payment Date	Amount Paid in Cash		Amount Issued under DRIP
January 3, 2018	$	2,649	$	1,242
February 1, 2018	2,665		1,233
March 1, 2018	2,386		1,098
April 1, 2018	2,664		1,200
May 1, 2018	2,593		1,152
June 1, 2018	2,718		1,184
July 2, 2018	2,637		1,143
August 1, 2018	2,939		1,179
September 2, 2018	3,156		1,166
Total	$	24,407	$	10,597

Nine Months Ended September 30, 2017
Payment Date	Amount Paid in Cash		Amount Issued under DRIP
January 3, 2017	$	3,575	$	2,007
February 1, 2017	3,560		1,957
March 1, 2017	3,231		1,770
April 1, 2017	3,621		1,926
May 1, 2017	3,536		1,846
June 1, 2017	3,692		1,887
July 3, 2017	3,607		1,809
August 1, 2017	3,755		1,854
September 1, 2017	2,751		1,293
Total	$	31,328	$	16,349

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The following table shows the sources for the payment of distributions to common stockholders for the periods presented (dollars in thousands):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2018				2017				2018				2017
Distributions:
Cash distributions paid	$	8,732			$	10,113			$	24,407			$	31,328
Distributions reinvested	3,487				4,956				10,597				16,349
Total distributions	$	12,219			$	15,069			$	35,004			$	47,677
Source of distribution coverage:
Net Income (Loss) (GAAP)	$	8,732	71.5	%	$	4,324	28.7	%	$	24,407	70.0	%	$	20,394	42.8	%
Available cash on hand	—		—	%	5,789		38.4	%	—		—	%	10,934		22.9	%
Common stock issued under DRIP	3,487		28.5	%	4,956		32.9	%	10,478		30.0	%	16,349		34.3	%
Total sources of distributions	$	12,219	100.0	%	$	15,069	100.0	%	$	34,885	100.0	%	$	47,677	100.0	%
Net income applicable to common stock (GAAP)	$	17,294			$	6,975			$	35,141			$	19,305

The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from November 15, 2012 (date of inception) through September 30, 2018 (dollars in thousands):

	For the Period from November 15, 2012 (date of inception) to September 30, 2018
Distributions paid:
Common stockholders in cash	$	138,313
Common stockholders pursuant to DRIP / offering proceeds	81,072
Total distributions paid	$	219,385
Reconciliation of net income:
Net interest income	$	230,873
Realized gain (loss) on sale of real estate securities	(1,841		)
Realized gain (loss) on sale of commercial mortgage loan	184
Acquisition fees and expenses	(17,594		)
Other operating expenses	(95,786		)
Net income	115,836

Cash Flows

Cash Flows for the Nine Months EndedSeptember 30, 2018

Net cash used in operating activities for the nine months endedSeptember 30, 2018 was $37.1 million. Cash outflows were primarily driven by cash outflows of $444.5 million from origination of commercial mortgage loans, held for sale, partially offset by $377.3 million of proceeds from the sale of commercial mortgage loans, held for sale.

Net cash used in investing activities for the nine months endedSeptember 30, 2018 was $747.9 million. Cash outflows of $1,279.0 million was due to new originations and purchases of commercial mortgage loans, held for investment. This was partially offset by $556.5 million of proceeds from principal repayments received on commercial mortgage loans, held for investment.

Net cash provided by financing activities for the nine months endedSeptember 30, 2018 was $759.3 million. Cash inflows were primarily driven by $499.7 million from net borrowings on the Repo Facilities repurchase agreements and net proceeds of $156.3 million on collateralized loan obligations and partially offset by cash outflow of $16.8 million on net payment for repurchase agreements - real estate securities.

Cash Flows for the Nine Months EndedSeptember 30, 2017

Net cash provided by operating activities for the nine months endedSeptember 30, 2017 was $47.8 million. Cash inflows were primarily driven by net income of $19.3 million and proceeds of $88.4 million from the sale of commercial mortgage loans, held for sale partially offset by cash outflows of $61.0 million related to origination of commercial mortgage loans, held for sale.

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Net cash used in investing activities for the nine months endedSeptember 30, 2017 was $339.5 million. Cash outflows of $565.1 million were due to new originations and additional funding activities. This was partially offset by cash inflows of proceeds from the sale of real estate securities of $34.9 million, proceeds from the sale of commercial mortgage loans of and principal repayments of $176.1 million.

Net cash provided by financing activities for the nine months endedSeptember 30, 2017 was $248.6 million. Cash inflows were primarily driven by proceeds of $339.5 million from the issuance of our CLO, BSPRT 2017-FL1. This was partially offset by cash outflows of $61.7 million net borrowings on the Repo Facilities, $27.6 million from net payment on our CMBS MRAs, the payment of $31.3 million in cash distributions paid to stockholders, $20.5 million of stock repurchase and repayments on collateralized loan obligations of $97.5 million.

REIT Election

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code ("the Code") commencing with the taxable year ended December 31, 2013. As a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S. federal income tax to the extent of the income that we distribute. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and U.S. federal income and excise taxes on our undistributed income.

Contractual Obligations and Commitments

Our contractual obligations, excluding expected interest payments, as of September 30, 2018 are summarized as follows (dollars in thousands):

	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Unfunded loan commitments (1)	$	6,277	$	218,540	$	104,635	$	—	$	329,452
JPM Repo Facility	—		241,282		—		—		241,282
CS Repo Facility	—		309,396		—		—		309,396
USB Repo Facility	—		14,651		—		—		14,651
Barclays Facility	—		—		—		—		—
CLOs (2)	—		—		—		999,157		999,157
Total	$	6,277	$	783,869	$	104,635	$	999,157	$	1,893,938

________________________

⁽¹⁾ The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the loan maturity date.

⁽²⁾ Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer; $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by BSPRT 2018-FL3 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018.

Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer; held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2017.

In addition, we have contractual obligations under our agreements with the Advisor as described below.

Related Party Arrangements

Benefit Street Partners L.L.C.

Amended Advisory Agreement

On January 19, 2018, we entered into an amendment to the Advisory Agreement. The amended Advisory Agreement amends and restates the Advisory Agreement, dated as of September 29, 2016, by and among the Company, the Operating Partnership and the Advisor.

The Nominating and Corporate Governance Committee (the “Committee”) of our Board, which consists solely of the Company’s independent directors, negotiated, approved and recommended that the Board approve, the amended Advisory Agreement. The Committee engaged independent legal counsel to assist the Committee in negotiating the amended Advisory Agreement.

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The Advisor will continue to provide the daily management for the Company and the Operating Partnership, including an investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. The Advisor shall continue to be entitled to an asset management fee equal to one and one-half percent (1.5%) of Equity (as defined in the amended Advisory Agreement). The Advisor shall continue to be entitled to an annual subordinated performance fee equal to fifteen percent (15%) of the Total Return (as defined in the amended Advisory Agreement) over a six percent (6%) per annum hurdle, subject to certain limitations. However, pursuant to an agreement with a Preferred Investor, the Advisor has agreed to defer payment of 50% of any annual subordinated performance fee generally until a “liquidity event” such as the listing of the Company’s common stock on a national securities exchange. The Advisor shall not be entitled to acquisition or disposition fees. The Company or the Operating Partnership shall continue to pay directly or reimburse the Advisor for all the expenses paid or actually incurred by the Advisor in connection with the services it provides to the Company and the Operating Partnership pursuant to the amended Advisory Agreement, subject to certain limitations.

The initial term of the amended Advisory Agreement is three-years and shall be automatically renewed for additional one-year periods, unless either party elects not to renew. The Company may terminate the amended Advisory Agreement for a Cause Event (as defined in the amended Advisory Agreement) without payment of a termination fee. Following the expiration of a term, and upon 180 days’ prior written notice, the Company may, without cause, elect not to renew the amended Advisory Agreement upon the determination by two-thirds of the Company’s independent directors that (i) there has been unsatisfactory performance by the Advisor or (ii) that the asset management fee and annual subordinated performance fee payable to the Advisor are not fair, subject to certain conditions. In such case, the Company shall be obligated to pay a termination fee.

Pursuant to the amended Advisory Agreement, the Advisor and/or its affiliates are required to acquire equity securities of the Company equal to a purchase price of not less than $10 million, subject to certain conditions, for which, the Advisor and its affiliates on February 14, 2018, have committed to purchase $32.1 million of common stock. During the term of the amended Advisory Agreement, the Advisor shall not, directly or indirectly, manage or advise another REIT that is engaged in the business of the Company in any geographical region in which the Company has a significant investment, or provide any services related to fixed-rate conduit lending to any other person, subject to certain conditions.

Investment in Stock

Refer to “Note 7 - Stock Transactions” in our consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of the Company’s private placements. Officers of the Company and other employees of the Advisor and its affiliates (“Manager Investors”) have acquired common stock and Series A preferred stock in these private placements on substantially the same terms applying to purchases by third party institutional investors unaffiliated with the Company or the Advisor. As of September 30, 2018, the Manager Investors have acquired in these private placements 1,893,569 shares of common stock for an aggregate purchase price of $31.6 million and 105 shares of Series A preferred stock for an aggregate purchase price (which included accrued dividends) of $0.5 million.

The Manager Investors have agreed with the Advisor not to sell or otherwise transfer the shares of common stock or Series A preferred stock, without the consent of the Advisor, prior to 180 days after a listing of the Company’s common stock on a national securities exchange. In addition, the Manager Investors will not be eligible to participate in the Company’s amended and restated share repurchase program for at least three years.

The board of directors and the Nominating and Corporate Governance Committee of the board of directors each unanimously approved the Company’s entry into these subscription agreements and the terms therein including the offering price.

Advisory Agreement Fees and Reimbursements

Pursuant to the Advisory Agreement, we are or were required to make the following payments and reimbursements to the Advisor:

• We reimburse our Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to our executive officers.

• We pay our Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement.

• We will pay our Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, our Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0% of the aggregate total return for such year, although the Advisor has agreed to defer payment of 50% of any annual subordinated performance fee generally until a “liquidity event” such as the listing of the Company’s common stock on a national securities exchange.

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• Until September 2017, we paid our Advisor an acquisition fee of 1.0% of the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by us to acquire real estate securities.

• We reimburse our Advisor for insourced expenses incurred by our Advisor on our behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by us to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by us to acquire real estate securities investments.

Until September 29, 2016, the Former Advisor served as the Company's advisor and the Company paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor. The types of fees and reimbursements paid to the Former Advisor were similar to those paid to the Advisor prior to September 2017. In addition, prior to January 2016 we paid dealer-manager fees and selling commissions to an affiliate of the Former Advisor, prior to February 2016 we paid transfer agent fees to an affiliate of the Former Advisor, and prior to November 2015 we paid various financial services fees to an affiliate of the Former Advisor.

Loan Acquisition

In December 2017, we purchased a commercial mortgage loan from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $17.1 million and is included in Commercial mortgage loans, held-for-investment in the consolidated balance sheet. The purchase of the commercial mortgage loan and the $17.1 million purchase price were approved by our board of directors and the Nominating and Corporate Governance Committee, which consists solely of independent directors.

On February 22, 2018, we purchased commercial mortgage loans from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $27.8 million. The purchase of the commercial mortgage loans and the $27.8 million purchase price were approved by our board of directors, including all of our independent directors. On April 18, 2018, we sold $23.3 million of these commercial mortgage loans into a CMBS securitization. The remaining $4.5 million of these commercial mortgage loans are recorded in commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheet as of September 30, 2018.

The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the three and nine months ended September 30, 2018 and 2017 and the associated payable as of September 30, 2018 and December 31, 2017 (dollars in thousands).

See Note 9 - Related Party Transactions and Arrangements for further detail.

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2018		2017		2018		2017		September 30, 2018		December 31, 2017
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	—		—		$	—	$	—	$	480	$	480
Acquisition fees and expenses(1)	173		1,685		289		4,175		—		—
Administrative services expenses	3,501		1,480		9,822		3,285		1,299		3,480
Asset management and subordinated performance fee	2,720		2,299		7,227		6,952		1,220		2,315
Other related party expenses	315		87		785		183		316		146
Total	$	6,709	$	5,551	$	18,123	$	14,595	$	3,315	$	6,421

________________________

⁽¹⁾ Total acquisition fees and expenses paid during the three and nine months ended ended September 30, 2018 were $2.4 million and $6.6 million, respectively, of which $2.2 million and $6.3 million were capitalized within the commercial mortgage loans, held for investment line of the Company's consolidated balance sheet. For the three and nine months endedSeptember 30, 2017 total acquisition fees and expenses paid during were $3.0 million and $9.0 million, respectively, of which $1.3 million and $4.8 million were capitalized within the commercial mortgage loans, held for investment line of the Company's consolidated balance sheet.

The payables as of September 30, 2018 and December 31, 2017 in the table above are included in Due to affiliates on our consolidated balance sheets.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements as of September 30, 2018 and through the date of the filing of this Form 10-Q.

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Non-GAAP Financial Measures

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT") and the Investment Program Association ("IPA") industry trade groups, have each promulgated measures respectively known as funds from operations ("FFO") and modified funds from operations ("MFFO"), which we believe to be appropriate supplemental measures to reflect the operating performance of a REIT. FFO and MFFO are not equivalents to our net income or loss as determined under generally accepted accounting principles ("GAAP").

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of depreciable property, property and asset impairment write-downs, depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our business plan is to operate as a mortgage REIT with our portfolio consisting of commercial mortgage loan investments and investments in real estate securities. We will typically have no FFO adjustments to our net income or loss computed in accordance with GAAP as a result of operating as a mortgage REIT. Although we have the ability to acquire real property, we have not acquired any at this time and as such have not had any FFO adjustments to our net income or loss computed in accordance with GAAP.

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010 - 01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. We define MFFO as FFO further adjusted for the following items, as applicable: acquisition fees and expenses; accretion of discounts and amortization of premiums and other loan expenses on debt investments; fair value adjustments on real estate related investments such as commercial real estate securities or derivative investments included in net income; impairments of real estate related investments, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses from fair value adjustments on real estate securities, including commercial mortgage backed securities and other securities, interest rate swaps and other derivatives not deemed to be hedges and foreign exchanges holdings; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums and other loan expenses on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we will be responsible for managing interest rate, hedge and foreign exchange risk, we expect to retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of our core operations.

Our MFFO calculation excludes impairments of real estate related investments, including loans. We assess the credit quality of our investments and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. For loans classified as held-for-investment, we establish and maintain a general allowance for loan losses inherent in our portfolio at the reporting date and, where appropriate, a specific allowance for loan losses for loans we have determined to be impaired at the reporting date. An individual loan is considered impaired when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. Real estate related securities are evaluated for other-than-temporary impairment when the fair value of a security falls below its net amortized cost. Significant judgment is required in this analysis. We consider the estimated net recoverable value of the loan or security as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business. Fair value is typically estimated based upon discounting the expected future cash flows of the underlying collateral taking into consideration the discount rate, capitalization rate, occupancy, creditworthiness of major tenants and many other factors. This requires significant judgment and because it is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a specific allowance for loan losses is recorded. In the case of real estate securities, all or a portion of a deemed impairment may be recorded.

MFFO is a metric used by management to evaluate our performance against other non-listed REITs and is not intended to be used as a liquidity measure. Although management uses the MFFO metric to evaluate future operating performance, this metric excludes certain key operating items and other adjustments that may affect our overall operating performance. MFFO is not equivalent to net income or loss as determined under GAAP. We believe that our use of MFFO and the adjustments used to

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calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs.

We believe that FFO provides useful context for understanding MFFO, and we believe that MFFO is a useful non-GAAP measure for non-listed REITs. It is helpful to management and stockholders in assessing our future operating performance once our organization and offering and acquisition and development stages are complete, because it eliminates from net income non-cash fair value adjustments on our real estate securities and acquisition fees and acquisition expenses that are incurred as part of our investment activities. However, MFFO may not be a useful measure of our operating performance or as a comparable measure to other typical non-listed REITs if we do not continue to operate in a similar manner to other non-listed REITs.

However, MFFO does have certain limitations. For instance, the effect of any amortization or accretion on investments originated or acquired at a premium or discount, respectively, is not reported in MFFO. In addition, realized gains or losses from acquisitions and dispositions and other adjustments listed above are not reported in MFFO, even though such realized gains or losses and other adjustments could affect our operating performance and cash available for distribution. Stockholders should note that any cash gains generated from the sale of investments would generally be used to fund new investments. Any mark-to-market or fair value adjustments may be based on many factors, including current operational or individual property issues or general market or overall industry conditions.

Neither FFO nor MFFO is equivalent to net income or loss or cash flow provided by operating activities determined in accordance with GAAP and should not be construed to be more relevant or accurate than the GAAP methodology in evaluating our operating performance. Neither FFO nor MFFO is necessarily indicative of cash flow available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Furthermore, neither FFO nor MFFO should be considered as an alternative to net income or loss as an indicator of our operating performance.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

The table below reflects the items deducted or added to net income or loss in our calculation of FFO and MFFO for the nine months endedSeptember 30, 2018 and 2017 (dollars in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Funds From Operations:
Net income (GAAP)	$	19,000		$	6,975		$	36,398		$	19,305
Funds from operations	$	19,000		$	6,975		$	36,398		$	19,305
Modified Funds From Operations:
Funds from operations	$	19,000		$	6,975		$	36,398		$	19,305
Accretion of premiums, discounts and fees on investments, net	(1,540		)	(458		)	(3,456		)	(1,617		)
Acquisition fees and expenses	173			1,685			289			4,175
Unrealized (gain) loss on financial instruments	(1,041		)	(556		)	(1,636		)	(803		)
Loan loss provision/(recovery)	1,066			(641		)	3,502			(222		)
Income Tax Benefit	—			(291		)	—			(291		)
Modified funds from operations(1)	$	17,658		$	6,714		$	35,097		$	20,547

__________________________

⁽¹⁾ Modified funds from operations for the nine months ended September 30, 2018 of $17.7 million and $35.1 million includes a non-cash charge of $6.4 million related to the call of RFT 2015-FL1 CLO on February 15, 2018. For the three and nine months ended September 30, 2018, excluding this non-cash charge, modified funds from operations would have been $24.1 million and $41.5 million.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Credit Risk

Our investments are subject to a high degree of credit risk. Credit risk is the exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy, and other factors beyond our control. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring our investments at the appropriate discount to face value, if any, and establishing loss assumptions. We also carefully monitor the performance of the loans, as well as external factors that may affect their value.

Interest Rate Risk

Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We do not hold or issue derivative contracts for trading or speculative purposes. We do not have any foreign denominated investments, and thus, we are not exposed to foreign currency fluctuations.

As of September 30, 2018 and December 31, 2017, our portfolio included 94 and 64 variable rate investments, respectively, based on LIBOR for various terms. Borrowings under our repurchase agreements are also based on LIBOR. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 50 or 100 basis points or decrease by 25 basis points, assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity:

	Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Interest Rates	September 30, 2018		December 31, 2017
(-) 25 Basis Points	(1.55	)%	(1.61	)%
Base Interest Rate	—	%	—	%
(+) 50 Basis Points	3.09	%	3.23	%
(+) 100 Basis Points	6.19	%	6.45	%

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered in this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings.

The Company has no knowledge of material pending legal proceedings, other than ordinary routine litigation incidental to the business, or material pending or threatened regulatory proceedings, against the Company at this time.

Item 1A. Risk Factors.

Our potential risks and uncertainties are presented in the section entitled "Risk Factors" contained in the Annual Report on Form 10-K for the year ended December 31, 2017. There have been no material changes from these risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

Refer to "Note 7 - Stock Transactions" to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the common stock purchase agreements and preferred stock purchase agreements we entered into with certain accredited investors, certain officers of the Company, and certain owners, employees and associates of the Advisor and its affiliates pursuant to which such persons committed to buy shares of our common stock and Preferred Stock. As of September 30, 2018, the Company has sold 5,888,934 shares of common stock for proceeds of $96.8 million, and 19,215 shares of Preferred Stock for proceeds of $96.5 million. The Company sold an additional $1.5 million of common stock to accredited investors subsequent to September 30, 2018. As of November 1, 2018 there are $22.0 million of outstanding commitments to purchase common stock pursuant to the common stock purchase agreement and $50.3 million of outstanding commitments to purchase preferred stock pursuant to the preferred purchase agreement.

The offer and sale of the common stock and Preferred Stock pursuant to the Common Stock Purchase Agreements and Preferred Stock Purchase Agreements were conducted in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Issuer Purchases of Equity Securities

Share repurchase activity under the SRP during the three months ended September 30, 2018 was as follows:

	Number of Shares Repurchased	Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2018	387,214	$	18.74	387,214	(1)
August 1 - August 31, 2018	—	N/A		—	(1)
September 1 - September 30, 2018	—	N/A		—	(1)
Total	387,214				(1)

(1) The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Company's board of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. See "Note 7 - Stock Transactions" to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion of our SRP.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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Not applicable.

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Item 6. Exhibits.

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
3.1*	Amended and Restated Bylaws of Benefit Street Partners Realty Trust, Inc.
10.1*	Indenture, dated as of October 12, 2018, by and among BSPRT 2018-FL4 Issuer, Ltd., BSPRT 2018-FL4 Co-Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian.
31.1*	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, formatted in XBRL: (i) the consolidated Balance Sheets, (ii) the consolidated Statements of Operations, (iii) the consolidated Statements of Comprehensive Income, (iv) the consolidated Statement of Changes in Stockholders' Equity, (v) the consolidated Statements of Cash Flows and (vi) the Notes to the consolidated Financial Statements

____________________________________________

* Filed herewith.

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BENEFIT STREET PARTNERS REALTY TRUST, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BENEFIT STREET PARTNERS REALTY TRUST, INC.
Dated: November 9, 2018	By: /s/ Richard J. Byrne Name: Richard J. Byrne Title: Chief Executive Officer and President (Principal Executive Officer)
Dated: November 9, 2018	By: /s/ Jerome S. Baglien Name: Jerome S. Baglien Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

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EX-3.1

 AMENDED AND RESTATED BYLAWS

OF

BENEFIT STREET PARTNERS REALTY TRUST, INC.

a Maryland corporation

Benefit Street Partners Realty Trust, Inc. (the “Corporation”) hereby adopts these Amended and Restated Bylaws, which restate, amend and supersede the bylaws of the Corporation, in their entirety as described below:

ARTICLE I

OFFICES

Section 1.          PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2.          ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.          PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2.          ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3.          SPECIAL MEETINGS. The chairman of the board, the president, the chief executive officer, a majority of the Board of Directors or a majority of the Independent Directors (as defined in the charter of the Corporation (the “Charter”)) may call a special meeting of the stockholders. Any such special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, the president, the chief executive officer, the Board of Directors or the Independent Directors, whoever has called the meeting. A special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. The written request must state the purpose of such meeting and the matters proposed to be acted on at such meeting. Within ten (10) days after receipt of such written request, either in person or by mail, the secretary of the Corporation shall provide all stockholders with written notice, either in person or by mail, of such meeting and the purpose of such meeting. Notwithstanding anything to the contrary herein, such meeting shall be held not less than fifteen (15) days nor more than sixty (60) days after the secretary’s delivery of such notice. Subject to the foregoing sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however, that if none is so specified, such meeting shall be held at a time and place convenient to the stockholders.

Section 4.          NOTICE. Except as provided otherwise in Section 3 of this Article II, not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when

deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days prior to such date and otherwise in the manner set forth in this Section 4.

Section 5.          ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (i) restricting admission to the time set for the commencement of the meeting; (ii) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (iii) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (iv) limiting the time allotted to questions or comments; (v) determining when and for how long the polls should be opened and when the polls should be closed; (vi) maintaining order and security at the meeting; (vii) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (viii) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (ix) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.          QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Charter for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at

which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7.          VOTING. The holders of a majority of the shares of stock of the Corporation entitled to vote who are present in person or by proxy at an annual meeting at which a quorum is present may, without the necessity for concurrence by the Board of Directors, vote to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8.           PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after its date unless otherwise provided in the proxy.

Section 9.          VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or other fiduciary may vote stock registered in the name of such person in the capacity of trustee or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10.         INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. The inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall

be in writing and signed by the inspector or by a majority of them if there is more than one (1) inspector acting at such meeting. If there is more than one (1) inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a)           Annual Meetings of Stockholders.

(1)         Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2)       For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150^th day nor later than 5:00 p.m., Eastern Time, on the 120^th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)          Such stockholder’s notice shall set forth:

(i)          as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)         as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii)        as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A)         the class, series and number of all shares of stock or other securities of the Corporation (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person and the date on which each such Company Security was acquired and the investment intent of such acquisition and

(B)         the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(iv)        as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A)         the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B)         the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; and

(v)         to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(4)         Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5)         Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6)         For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that

is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such Stockholder Associated Person.

(b)          Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraph (a)(3) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)          General.

(1)         If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two (2) business days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five (5) business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11 and (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2)         Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)         For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the United States Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant to the Exchange Act.

(4)         Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

Section 12.         STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

Section 13.         CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 1.          GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2.          NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Until the time the Corporation has a class of common stock listed on a national securities exchange or national securities association (or a facility thereof), at which time this provision will no longer apply and the Company will be subject to the board independence requirements of such exchange or association, a majority of the directors shall be Independent Directors except for a period of up to sixty (60) days after the death, removal or resignation of an Independent Director, pending the election of such Independent Director’s successor. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.          ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4.          SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors or Independent Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called

by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5.          NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.          QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7.          VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. On any matter for which the Charter requires the approval of the Independent Directors, the action of a majority of the total number of Independent Directors shall be the action of the Independent Directors.

Section 8.        ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.

Section 9.          TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.        CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in

writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11.      VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

Section 12.         COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or for any service or activity they performed or engaged in as directors, including under an incentive plan approved by the Board of Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.         RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14.         RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15.         CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A director, officer, employee or agent shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director, officer, employee or agent, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16.         EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such

means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1.          NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one (1) or more directors, to serve at the pleasure of the Board of Directors. A majority of the members of each committee shall be Independent Directors.

Section 2.          POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3.          MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at least two (2) members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4.          TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.          CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.          VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1.          GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two (2) or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.          REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3.          VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4.          CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.          CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 6.          CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7.          CHAIRMAN OF THE BOARD. The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 8.          PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9.          VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one (1) or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10.         SECRETARY. The secretary shall (i) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one (1) or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; (iv) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (v) have general charge of the stock transfer books of the Corporation; and (vi) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11.         TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12.         ASSISTANT SECRETARIES AND ASSISTANTTREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13.         COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1.          CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person.

Section 2.          CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3.          DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1.          CERTIFICATES. Except as may otherwise be provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2.          TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any un    certificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3.          REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4.          FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5.          STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.          FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The fiscal year of the Corporation shall end on December 31^st of each calendar year, unless otherwise determined by the Board of Directors by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1.          AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors and declared by the Corporation, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2.          CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1.          SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.          AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to

place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time (but subject to the provisions of this Article XII and the Charter), the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, and (c) Benefit Street Partners L.L.C. and its affiliates from and against any claim, liability or expense to which they may become subject or which they may incur by reason of their service in any such capacity. The rights of a director or officer to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of such director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation or Benefit Street Partners L.L.C. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of these Bylaws or Charter inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

ARTICLE XV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, or any successor provision thereof; (b) any derivative action or proceeding brought on behalf of the Corporation; (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation; (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these bylaws; or (e) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine.

EX-10.1

BSPRT 2018-FL4 ISSUER, LTD.,
as Issuer

BSPRT 2018-FL4 CO-ISSUER, LLC,
as Co‑Issuer

BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P.,
as Advancing Agent

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

U.S. BANK NATIONAL ASSOCIATION,
as Note Administrator

and

U.S. BANK NATIONAL ASSOCIATION,
as Custodian

INDENTURE

Dated as of October 12, 2018

TABLE OF CONTENTS

Page

ARTICLE 1
DEFINITIONS

Section 1.1 Definitions    3

Section 1.2 Interest Calculation Convention    49

Section 1.3 Rounding Convention    49

ARTICLE 2
THE NOTES

Section 2.1 Forms Generally    50

Section 2.2 Forms of Notes and Certificate of Authentication    50

Section 2.3 Authorized Amount; Stated Maturity Date; and Denominations    51

Section 2.4 Execution, Authentication, Delivery and Dating    52

Section 2.5 Registration, Registration of Transfer and Exchange    53

Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note    59

Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved    60

Section 2.8 Persons Deemed Owners    64

Section 2.9 Cancellation    64

Section 2.10 Global Notes; Definitive Notes; Temporary Notes    64

Section 2.11 U.S. Tax Treatment of Notes and the Issuer    66

Section 2.12 Authenticating Agents    67

Section 2.13 Forced Sale on Failure to Comply with Restrictions    67

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Section 2.14 No Gross Up    68

Section 2.15 Credit Risk Retention    68

ARTICLE 3
CONDITIONS PRECEDENT; PLEDGED MORTGAGE ASSETS

Section 3.1 General Provisions    68

Section 3.2 Security for Notes    71

Section 3.3 Transfer of Collateral    73

ARTICLE 4
SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture    81

Section 4.2 Application of Amounts held in Trust    82

Section 4.3 Repayment of Amounts Held by Paying Agent    82

Section 4.4 Limitation on Obligation to Incur Company Administrative Expenses    83

ARTICLE 5
REMEDIES

Section 5.1 Events of Default    83

Section 5.2 Acceleration of Maturity; Rescission and Annulment    85

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee    87

Section 5.4 Remedies    89

Section 5.5 Preservation of Collateral    91

Section 5.6 Trustee May Enforce Claims Without Possession of Notes    92

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Section 5.7 Application of Amounts Collected    93

Section 5.8 Limitation on Suits    93

Section 5.9 Unconditional Rights of Noteholders to Receive Principal and Interest    93

Section 5.10 Restoration of Rights and Remedies    94

Section 5.11 Rights and Remedies Cumulative    94

Section 5.12 Delay or Omission Not Waiver    94

Section 5.13 Control by the Controlling Class    94

Section 5.14 Waiver of Past Defaults    95

Section 5.15 Undertaking for Costs    95

Section 5.16 Waiver of Stay or Extension Laws    96

Section 5.17 Sale of Collateral    96

Section 5.18 Action on the Notes    97

ARTICLE 6
THE TRUSTEE AND NOTE ADMINISTRATOR

Section 6.1 Certain Duties and Responsibilities    97

Section 6.2 Notice of Default    99

Section 6.3 Certain Rights of Trustee and Note Administrator    99

Section 6.4 Not Responsible for Recitals or Issuance of Notes    102

Section 6.5 May Hold Notes    102

Section 6.6 Amounts Held in Trust    102

Section 6.7 Compensation and Reimbursement    102

Section 6.8 Corporate Trustee Required; Eligibility    104

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Section 6.9 Resignation and Removal; Appointment of Successor    104

Section 6.10 Acceptance of Appointment by Successor    106

Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator    107

Section 6.12 Co-Trustees and Separate Trustee    107

Section 6.13 Direction to enter into the Servicing Agreement    108

Section 6.14 Representations and Warranties of the Trustee    108

Section 6.15 Representations and Warranties of the Note Administrator    109

Section 6.16 Requests for Consents    110

Section 6.17 Withholding    110

ARTICLE 7
COVENANTS

Section 7.1 Payment of Principal and Interest    110

Section 7.2 Maintenance of Office or Agency    111

Section 7.3 Amounts for Note Payments to be Held in Trust    111

Section 7.4 Existence of the Issuer and Co‑Issuer    113

Section 7.5 Protection of Collateral    116

Section 7.6 Notice of Any Amendments    117

Section 7.7 Performance of Obligations    117

Section 7.8 Negative Covenants    118

Section 7.9 Statement as to Compliance    120

Section 7.10 Issuer and Co‑Issuer May Consolidate or Merge Only on Certain Terms    120

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Section 7.11 Successor Substituted    123

Section 7.12 No Other Business    123

Section 7.13 Reporting    124

Section 7.14 Calculation Agent    124

Section 7.15 REIT Status    125

Section 7.16 Permitted Subsidiaries    126

Section 7.17 Repurchase Requests    127

Section 7.18 Purchase of Ramp-Up Mortgage Assets    127

Section 7.19 Ramp-Up Completion Date Actions    128

Section 7.20 Servicing of Mortgage Loans and Control of Servicing Decisions    128

Section 7.21 ABS Due Diligence Services    128

ARTICLE 8
SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures Without Consent of Securityholders    129

Section 8.2 Supplemental Indentures with Consent of Securityholders    132

Section 8.3 Execution of Supplemental Indentures    134

Section 8.4 Effect of Supplemental Indentures    136

Section 8.5 Reference in Notes to Supplemental Indentures    136

ARTICLE 9
REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES

Section 9.1 Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption    136

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Section 9.2 Notice of Redemption    138

Section 9.3 Notice of Redemption or Maturity    138

Section 9.4 Notes Payable on Redemption Date    139

Section 9.5 Mandatory Redemption    139

ARTICLE 10
ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1 Collection of Amounts; Custodial Account    140

Section 10.2 Reinvestment Account    140

Section 10.3 Payment Account    141

Section 10.4 Unused Proceeds Account    142

Section 10.5 Expense Reserve Account    142

Section 10.6 [Reserved]    144

Section 10.7 Interest Advances    144

Section 10.8 Reports by Parties    147

Section 10.9 Reports; Accountings    147

Section 10.10 Release of Mortgage Assets; Release of Collateral    150

Section 10.11 [Reserved]    151

Section 10.12 Information Available Electronically    151

Section 10.13 Investor Q&A Forum; Investor Registry    154

Section 10.14 Certain Procedures    156

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ARTICLE 11
APPLICATION OF FUNDS

Section 11.1 Disbursements of Amounts from Payment Account    157

Section 11.2 Securities Accounts    162

ARTICLE 12
SALE OF MORTGAGE ASSETS; REINVESTMENT MORTGAGE ASSETS; FUTURE FUNDING ESTIMATES

Section 12.1 Sales of Mortgage Assets    163

Section 12.2 Reinvestment Mortgage Assets    167

Section 12.3 Conditions Applicable to all Transactions Involving Sale or Grant    168

Section 12.4 Modifications to Note Protection Tests    168

Section 12.5 Future Funding Agreement    169

ARTICLE 13
NOTEHOLDERS’ RELATIONS

Section 13.1 Subordination    169

Section 13.2 Standard of Conduct    171

ARTICLE 14
MISCELLANEOUS

Section 14.1 Form of Documents Delivered to the Trustee and Note Administrator    172

Section 14.2 Acts of Securityholders    173

Section 14.3 Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Co‑Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral

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Manager and the Rating Agencies    173

Section 14.4 Notices to Noteholders; Waiver    176

Section 14.5 Effect of Headings and Table of Contents    177

Section 14.6 Successors and Assigns    177

Section 14.7 Severability    177

Section 14.8 Benefits of Indenture    177

Section 14.9 Governing Law; Waiver of Jury Trial    177

Section 14.10 Submission to Jurisdiction    178

Section 14.11 Counterparts    178

Section 14.12 Liability of Co‑Issuers    178

Section 14.13 17g-5 Information    178

Section 14.14 Rating Agency Condition    180

Section 14.15 Patriot Act Compliance    181

ARTICLE 15
ASSIGNMENT OF THE MORTGAGE ASSET PURCHASE AGREEMENTS

Section 15.1 Assignment of Mortgage Asset Purchase Agreement    181

ARTICLE 16
CURE RIGHTS; PURCHASE RIGHTS

Section 16.1 [Reserved]    183

Section 16.2 Mortgage Asset Purchase Agreements    183

Section 16.3 Representations and Warranties Related to Ramp-Up Mortgage Assets and Reinvestment Mortgage Assets    183

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Section 16.4 Operating Advisor    184

Section 16.5 Purchase Right; Holder of a Majority of the Preferred Shares    184

ARTICLE 17
ADVANCING AGENT

Section 17.1 Liability of the Advancing Agent    185

Section 17.2 Merger or Consolidation of the Advancing Agent    185

Section 17.3 Limitation on Liability of the Advancing Agent and Others    185

Section 17.4 Representations and Warranties of the Advancing Agent    186

Section 17.5 Resignation and Removal; Appointment of Successor    187

Section 17.6 Acceptance of Appointment by Successor Advancing Agent    188

Section 17.7 Removal and Replacement of Backup Advancing Agent    188

SCHEDULES

Schedule A    Schedule of Mortgage Assets

Schedule B    LIBOR

Schedule C    List of Authorized Officers of Collateral Manager

EXHIBITS

Exhibit A-1 Form of Class A Senior Secured Floating Rate Note (Global 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)

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Exhibit G-1 Form of Class F Seventh Priority Floating Rate Note (Global Note)

Exhibit G-2 Form of Class F Seventh Priority Floating Rate Note (Definitive Note)

Exhibit H-1 Form of Class G Eighth Priority Floating Rate Note (Global Note)

Exhibit H-2 Form of Class G Eighth Priority Floating Rate Note (Definitive Note)

Exhibit I-1 Form of Transfer Certificate – Regulation S Global Note

Exhibit I-2 Form of Transfer Certificate – Rule 144A Global Note

Exhibit I-3 Form of Transfer Certificate – Definitive Note

Exhibit J Form of Closing Document Checklist Regarding the Mortgage Asset File

Exhibit K Form of Custodian Receipt

Exhibit L Form of Request for Release

Exhibit M Form of Auction Call Procedure

Exhibit N Form of NRSRO Certification

Exhibit O Form of Representations and Warranties For Mortgage Assets

Exhibit P Form of Note Administrator’s Monthly Report

Exhibit Q-1 Form of Investor Certification (for Non-Borrower Affiliates)

Exhibit Q-2 Form of Investor Certification (for Borrower Affiliates)

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INDENTURE, dated as of October 12, 2018, by and among BSPRT 2018-FL4 ISSUER, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), BSPRT 2018-FL4 CO-ISSUER, LLC, a limited liability company formed under the laws of Delaware (the “Co‑Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the “Note Administrator”), U.S. BANK NATIONAL ASSOCIATION, as custodian (herein, together with its permitted successors and assigns in the trusts hereunder, the “Custodian”), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. (including any successor by merger, “BSPRT Operating Partnership”), a Delaware limited partnership, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

PRELIMINARY STATEMENT

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

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

GRANTING CLAUSES

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

(a)the Closing Date Mortgage Assets 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 Mortgage Assets which are delivered to the Trustee (directly or through an agent or bailee) after the Closing Date pursuant to the terms hereof (including all Reinvestment Mortgage Assets and Ramp-Up Mortgage Assets acquired by the Issuer after the Closing Date) and all payments thereon or with respect thereto;

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

(c)the Eligible Investments;

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

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

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

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

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

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

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

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

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

ARTICLE 1DEFINITIONS

Section 1.1Definitions. 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 Section1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated “Articles,” “Sections,” “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

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

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

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

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

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

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mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) within the prior twelve (12) month period, has acted as a servicer in a commercial mortgage backed securities transaction rated by KBRA and KBRA has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination.

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

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

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

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

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

“Advancing Agent”: Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership, solely in its capacity as advancing agent hereunder, unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter “Advancing Agent” shall mean such successor Person.

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

“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; providedthat neither the Company Administrator nor any other company, corporation or Person to which the Company Administrator provides directors and/or administrative services and/or acts as share trustee shall be an Affiliate of the Issuer or Co‑Issuer. The Note

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Administrator, the Servicer and the Trustee may rely on certifications of any Holder or party hereto regarding such Person’s affiliations.

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

“Aggregate Mortgage Asset Cut-off Date Balance”: $738,114,965.

“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 (i) in the case of the Class F Notes, any Class F Deferred Interest and (ii) in the case of the Class G Notes, any Class G Deferred Interest.

“Aggregate Outstanding Portfolio Balance”: On the date of determination thereof, the sum of (without duplication) (i) the aggregate Principal Balance of the Mortgage Assets and (ii) the aggregate Principal Balance of all Principal Proceeds held as Cash and Eligible Investments and, for calculations made under the Eligibility Criteria, all amounts held as Cash or Eligible Investments in the Unused Proceeds Account.

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

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

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

“Appraisal Reduction Amount”: For any Mortgage Asset with respect to which an Appraisal Reduction Event has occurred, an amount equal to the excess, if any, of (a) the Principal Balance thereof, plus all other amounts due and unpaid with respect thereto, over (b) the sum of (i) an amount equal to 90% percent of the aggregate appraised value for the underlying mortgaged properties related to such Mortgage Asset (net of any liens senior to the lien of the related mortgage) as determined by an Updated Appraisal on each such underlying mortgaged property related to such Mortgage Asset, plus (ii) the aggregate amount of all reserves, letters of credit and escrows held in connection therewith (other than escrows and reserves for unpaid real estate taxes and assessments and insurance premiums), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral therefor (whether paid or then payable by any insurance company or government authority). With respect to any Mortgage Asset that is a Participation, any Appraisal Reduction Amount will be allocated to such participation interest as provided under the applicable Participation Agreement.

“Appraisal Reduction Event”: With respect to any Mortgage Asset, the occurrence of any of the following events: (i) the 90^th 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 90^th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such

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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 Mortgage Asset becomes a Modified Mortgage Asset; or (v) a payment default occurs with respect to a balloon payment due on such Mortgage Asset; provided, however, that if (i) the related borrower is diligently seeking a refinancing commitment, (ii) the related borrower continues to make its original scheduled payments, (iii) no other Appraisal Reduction Event has occurred with respect to such Mortgage Asset, and (iv) the Collateral Manager consents, then an Appraisal Reduction Event with respect to this clause (v) will be deemed not to occur on or before the 60^th 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 Mortgage Asset) of such Mortgage Asset; and provided,further, that if the related borrower has delivered to the Servicer, on or before the 60^th day after the original maturity date, a refinancing Commitment Letter or purchase and sale agreement reasonably acceptable to the Servicer, and the borrower continues to make its original scheduled payments and no other Appraisal Reduction Event has occurred with respect to such Mortgage Asset, then an Appraisal Reduction Event will be deemed not to occur until the earlier of (A) 90 days following the original maturity date of such Mortgage Asset and (B) termination of the refinancing Commitment Letter or purchase and sale agreement.

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

“As-Stabilized LTV”: With respect to any Mortgage Asset, 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 Mortgage Asset 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 three (3) 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, 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 Mortgage Asset 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 Mortgage Asset that is cross-collateralized with one or more other Mortgage Assets, the As-Stabilized LTV will be calculated with respect to the cross-collateralized group in the aggregate.

“Asset Documents”: The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement pursuant to which a Mortgage Asset 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 Mortgage Asset or an Eligible

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Investment or of which holders of such Mortgage Asset or an Eligible Investment are the beneficiaries.

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

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

“Authorized Officer”: With respect to the Issuer or Co‑Issuer, any Officer (or attorney-in-fact appointed by the Issuer or the Co‑Issuer) who is authorized to act for the Issuer or Co‑Issuer in matters relating to, and binding upon, the Issuer or Co‑Issuer. With respect to the 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; providedthat any such successor Backup Advancing Agent must be a financial institution having a long-term unsecured debt rating at least equal to “A2” by Moody’s and a short-term unsecured debt rating from Moody’s at least equal to “P-1.”

“Backup Advancing Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Backup Advancing Agent in accordance with the Priority of Payments, equal to 0.001% per annum on the Aggregate Outstanding Amount of the Notes on such Payment Date prior to giving effect to distributions with respect to such Payment Date.

“Bankruptcy Code”: The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2018 Revision) of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Companies Winding Up Rules 2018 of the Cayman Islands and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2018 of the Cayman Islands, each as amended from time to time.

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

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

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

“BSPRT Holder”: BSPRT 2018-FL4 Holder, LLC, an indirect wholly-owned subsidiary of BSPRT.

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

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

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

“Calculation Amount”: With respect to (a) any Modified Mortgage Asset, the Principal Balance thereof minus any related Appraisal Reduction Amounts; and with respect to (b) any Defaulted Mortgage Asset, the lowest of (i) the Moody’s Recovery Rate of such Mortgage Asset multiplied by the Principal Balance of such Mortgage Asset, (ii) the market value of such Mortgage Asset, 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 Mortgage Asset minus any applicable Appraisal Reduction Amounts.

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

“Cayman AML Regulations”: The Anti-Money Laundering Regulations (2018 Revision) and The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands, each as amended and revised from time to time.

“Cayman FATCA Legislation”: The Cayman Islands Tax Information Authority Law (2017 Revision) (as amended), together with related legislation, regulations, rules and guidance notes made pursuant to such law (including the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (2018 Revision) which implements the CRS).

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

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

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

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

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

“Class A Notes”: The Class A Senior Secured Floating Rate Notes due 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

“Class A Rate”: With respect to any Class A Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 1.050% per annum.

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

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

“Class A-S Notes”: The Class A-S Second Priority Secured Floating Rate Notes Due 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

“Class A-S Rate”: With respect to any Class A-S Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 1.300% per annum.

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

“Class B Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class B Notes on account of interest equal to the product of (i) the Aggregate

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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 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

“Class B Rate”: With respect to any Class B Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 1.600% per annum.

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

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

“Class C Notes”: The Class C Fourth Priority Secured Floating Rate Notes due 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

“Class C Rate”: With respect to any Class C Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 2.100% per annum.

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

“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 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

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“Class D Rate”: With respect to any Class D Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 2.750% per annum.

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

“Class E 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 2035, issued by the Issuer and the Co‑Issuer pursuant to this Indenture.

“Class E Rate”: With respect to any Class E Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 3.050% per annum.

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

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

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

“Class F Notes”: The Class F Seventh Priority Floating Rate Notes due 2035, issued by the Issuer pursuant to this Indenture.

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“Class F Rate”: With respect to any Class F Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) 4.500% per annum.

“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).

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

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

“Class G Notes”: The Class G Eighth Priority Floating Rate Notes due 2035, 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) one-month LIBOR for the related Interest Accrual Period plus (b) 5.500% per annum.

“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”: October 12, 2018.

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

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

“Co‑Issuer”: BSPRT 2018-FL4 Co‑Issuer, LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person shall have become the Co‑Issuer

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pursuant to the applicable provisions of this Indenture, and thereafter “Co‑Issuer” shall mean such successor Person.

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

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

“Collateral 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.

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

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

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

“Company Administrative Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable by the Issuer, Co‑Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Note Administrator, the Custodian and the Trustee pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 hereof (including amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii) the Company Administrator under the Company Administration Agreement (including amounts payable by the Issuer as indemnification pursuant to the Company Administration Agreement) and to provide for the costs of liquidating the Issuer following redemption of the Notes, (iii) the LLC Managers (including indemnification), (iv) the independent accountants, agents and counsel of the Issuer for reasonable fees and expenses (including amounts payable in connection with the preparation of tax forms on behalf of the Issuer and the Co‑Issuer), and any registered office and government filing fees, in each case, payable in the order in which invoices are received by the Issuer, (v) a Rating Agency for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring of any rating) of the Notes, including fees and expenses

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due or accrued in connection with any credit assessment or rating of the Mortgage Assets, (vi) the Collateral Manager under this Indenture and the Collateral Management Agreement (including amounts payable by the Issuer as indemnification pursuant to this Indenture or the Collateral Management Agreement), (vii) other Persons as indemnification pursuant to the Collateral Management Agreement, (viii) the Advancing Agent or other Persons as indemnification pursuant to the provisions pertaining to the Advancing Agent in this Indenture, (ix) the Servicer or the Special Servicer as indemnification or reimbursement of expenses pursuant to the Servicing Agreement, (x) the CREFC^® Intellectual Property Royalty License Fee, (xi) the Preferred Share Paying Agent and the Share Registrar pursuant to the Preferred Share Paying Agency Agreement (including amounts payable as indemnification), (xii) each member of the Advisory Committee (including amounts payable as indemnification) under each agreement between such Advisory Committee member, the Collateral Manager and the Issuer (and the amounts payable by the Issuer to each member of the Advisory Committee as indemnification pursuant to each such agreement), (xiii) any other Person in respect of any governmental fee, charge or tax (including any FATCA and Cayman FATCA legislation compliance costs) in relation to the Issuer or the Co‑Issuer (in each case as certified by an Authorized Officer of the Issuer or the Co‑Issuer to the Note Administrator), in each case, payable in the order in which invoices are received by the Issuer, and (xiv) any other Person in respect of any other fees or expenses (including indemnifications) permitted under this Indenture (including, without limitation, any costs or expenses incurred in connection with certain modeling systems and services) and the documents delivered pursuant to or in connection with this Indenture and the Notes and any amendment or other modification of any such documentation, in each case unless expressly prohibited under this Indenture (including, without limitation, the payment of all transaction fees and all legal and other fees and expenses required in connection with the purchase of any Mortgage Assets or any other transaction authorized by this Indenture), in each case, payable in the order in which invoices are received by the Issuer; providedthat Company Administrative Expenses shall not include (a) amounts payable in respect of the Notes and (b) any Collateral Manager Fee payable pursuant to the Collateral Management Agreement.

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

“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 and then the Class G Notes, so long as any Class G Notes are outstanding.

“Corporate Trust Office”: The designated corporate trust office of the Trustee and Note Administrator, currently located at: (a) for Note transfer purposes and presentment of the Notes for final payment thereon, 111 Fillmore Ave E, St. Paul, MN 55107-1402, Attention:

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Bondholder Services – EP-MN-WS2N – BSPRT 2018-FL4; (b) for the delivery of the Asset Documents, 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention: Commercial Certifications – BSPRT 2018-FL4, fax: (651) 695-6102; and (c) for all other purposes, 190 South LaSalle Street, 8^th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services – BSPRT 2018-FL4 Issuer, Ltd., or such other address as the Note Administrator or Trustee, as applicable, may designate from time to time by notice to the Noteholders, the Holder of the Preferred Shares, the Collateral Manager, the 17g-5 Information Provider and the parties hereto.

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

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

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

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

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

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

“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.

“Debt Service”: With respect to any Mortgage Asset, the monthly payments of principal and interest due pursuant to the terms of the related Asset Documents, excluding (1) any balloon payments, (2) required (non-monthly) principal paydowns and (3) reserve payments for the 12 payments following October 9, 2018.

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

“Defaulted Mortgage Loan”: Any Mortgage Loan Any Mortgage Loan for which there has occurred and is continuing for more than sixty (60) days either (x) a payment default (after giving effect to any applicable grace period but without giving effect to any waiver) or (y) a material non-monetary event of default that is known to the Servicer and has occurred and is continuing (after giving effect to any applicable grace period but without giving effect to any waiver); provided, however, that any Mortgage Asset 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 Mortgage Loan will be deemed not to be a Defaulted Mortgage Loan for purposes of determining the Calculation Amount for the Par Value Test. If a Defaulted Mortgage Loan is the subject of a work-out, modification or otherwise has cured the default such that the subject Defaulted Mortgage Loan is no longer in default pursuant to its terms (as such terms may have been modified), such Mortgage Asset will no longer be treated as a Defaulted Mortgage Loan.

“Deferred Interest”: The Class F Deferred Interest and the Class G Deferred Interest.

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

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

“Determination Date”: The 9^th day of each month or, if such date is not a Business Day, the succeeding Business Day, commencing on the Determination Date in November 2018.

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

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

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

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

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

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

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

“Eligibility Criteria”: The criteria set forth below with respect to any Ramp-Up Mortgage Asset or any Reinvestment Mortgage Asset (excluding any Funded Companion Participation related to the Closing Date Mortgage Assets identified on Schedule A hereto as Bushwick Evergreen Portfolio and Vernon Tower, as to which only the Loan Specific Acquisition Criteria will be required to be satisfied), compliance with which shall be evidenced by an Officer's Certificate of the Collateral Manager delivered to the Trustee as of the date of such acquisition:

(i)it is a Whole Loan, a trust certificate representing a 100% beneficial interest in a Whole Loan, or a Senior Participation in a Whole Loan that is secured by a Multifamily Property, Office Property, Industrial Property, Retail Property, Self-Storage Property, Hospitality Property, Manufactured Housing Community Property, Student Housing Property or Mixed‑Use Property;

(ii)the aggregate Principal Balance of the Mortgage Assets secured by properties that are of the following types are subject to limitations as follows: (a) Office Properties does not exceed 40.0% of the Aggregate Outstanding Portfolio Balance, (b) Industrial Properties does not exceed 40.0% of the Aggregate Outstanding Portfolio Balance, (c) Retail Properties does not exceed 25.0% of the Aggregate Outstanding Portfolio Balance, (d) Hospitality Properties does not exceed 20% of the Aggregate Outstanding Portfolio Balance, (e) Self-Storage Properties does not exceed 7.5% of the Aggregate Outstanding Portfolio Balance, (f) Manufactured Housing Community Properties does not exceed 7.5% of the Aggregate Outstanding Portfolio Balance, (g) Student Housing Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance and (h) Mixed-Use Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance (it being understood that, for all purposes hereof, no concentration limitation will apply with respect to Multifamily Properties);

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

(iv)except with respect to any Fixed Rate Mortgage Asset, it provides for monthly payments of interest at a floating rate based on one-month LIBOR (or, if LIBOR is unavailable, the Designated Successor Benchmark Rate);

(v)if it is a Fixed Rate Mortgage Asset, (a) it has a minimum coupon of 5.0% and (b) its acquisition will not cause the aggregate Principal Balance of all Fixed Rate Mortgage Assets to exceed 5% of the Aggregate Outstanding Portfolio Balance;

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(vi)it has a Moody’s Rating;

(vii)it has a maturity date, assuming the exercise of all extension options (if any) that are exercisable at the option of the related borrower under the terms of such Mortgage Asset, that is not more than five years from its first payment date;

(viii)it is not an Equity Interest;

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

(x)the Collateral Manager has determined that it has an As-Stabilized LTV that is not greater than (i) in the case of Mortgage Assets secured by Multifamily Properties, Office Properties, Industrial Properties, Retail Properties, Self-Storage Properties, Manufactured Housing Community Properties, Student Housing Properties or Mixed-Use Properties, 75% and (ii) in the case of Mortgage Assets secured by Hospitality Properties, 70%;

(xi)the Collateral Manager has determined that it has an U/W Stabilized NCF DSCR that is not less than (i) in the case of Mortgage Assets secured by Multifamily Properties, 1.15x, (ii) in the case of Mortgage Assets secured by Office Properties, Industrial Properties, Retail Properties, Self-Storage Properties, Manufactured Housing Community Properties, Student Housing Properties and Mixed-Use Properties, 1.25x, and (iii) in the case of Hospitality Properties, 1.40x;

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

(xiii)the Principal Balance of such Mortgage Asset (plus any previously-acquired participation interests in the same underlying Mortgage Loan but excluding any participation interests that were included as part of the Closing Date Mortgage Assets) is not greater than $80,000,000;

(xiv)(A) the Weighted Average Life of the Mortgage Assets, assuming the exercise of all contractual extension options (if any) that are exercisable by the borrower under each Mortgage Asset, 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;

(A)the Weighted Average Spread of the Mortgage Assets (excluding any Fixed Rate Mortgage Asset) is not less than 3.25%;

(B)the aggregate Principal Balance of Mortgage Assets secured by Mortgaged Properties located in (x) California, Florida and New York is (in each case) no more than 40.0% of the Aggregate Outstanding Portfolio Balance, (y) Texas is no more than 30.0% of the Aggregate Outstanding Portfolio Balance and (z) any other state is no more than 20.0% of the Aggregate Outstanding Portfolio Balance; and

(C)the aggregate Principal Balance of all Mortgage Assets divided by the number of Mortgage Assets does not exceed $32,000,000;

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(xv)with respect to (A) any Mortgage Asset acquired during the Ramp-Up Acquisition Period, the Moody’s Rating Factor for such Mortgage Asset is equal to or less than the median original Moody's Rating Factor for all Mortgage Assets acquired by the Issuer on the Closing Date, and (B) any Mortgage Asset acquired after the Ramp-Up Acquisition Period, the Moody’s Rating Factor for such Mortgage Asset is equal to or less than the original Moody’s Rating Factor for the Mortgage Asset that generated the Principal Proceeds that are being applied to the purchase of such Mortgage Asset, but in no event greater than the Moody’s Rating Factor that corresponds to a Moody’s Rating of “Caa1”;

(xvi)a No Downgrade Confirmation has been received from KBRA with respect to the acquisition of such Mortgage Asset;

(xvii)the sum of the Principal Balance of such Mortgage Asset and the Principal Balance of all Mortgage Assets that have the same guarantor or an affiliated guarantor does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance;

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

(xix)if it is a Mortgage Asset 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 Mortgage Assets);

(B)the maximum principal amount of all Future Funding Participations with respect to all Mortgage Assets does not exceed 20.0% of the maximum commitment amount of all Participated Mortgage Loans (which, with respect to each Mortgage Asset, will equal the sum of (i) the related initial Principal Balance and (ii) any related Future Funding Amount); and

(C)the maximum principal amount of the related Future Funding Participation does not exceed 35.0% of the maximum principal amount (including all related funded and unfunded Participations) of the related Participated Mortgage Loan;

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

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

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

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(xxiii)it is not a Defaulted Mortgage Asset (as determined by the Collateral Manager after reasonable inquiry);

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

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

(xxvi)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;

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

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

(xxix)if it is a participation interest, the related Participating Institution is (and any “qualified transferee” is required to be) any of (1) a “special purpose entity” or a “qualified institutional lender” as such terms are typically defined in the Asset Documents related to participations; (2) an entity (or a wholly-owned subsidiary of an entity) that has (y) a long-term unsecured debt rating from Moody’s of “A3” or higher, and (z) a long-term unsecured debt rating from 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 Moody’s)) (3) a securitization trust, a collateralized loan obligation (“CLO”) issuer or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly owned by 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;

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

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

(xxxii)its acquisition would not cause the Issuer, the Co-Issuer or the pool of Mortgage Assets to be required to register as an investment company under the 1940 Act; and

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if the borrowers with respect to the Mortgage Asset are excepted from the definition of an “investment company” solely by reason of Section 3(c)(1) of the 1940 Act, then either (x) such Mortgage Asset does not constitute a “voting security” for purposes of the 1940 Act or (y) the aggregate amount of such Mortgage Asset held by the Issuer is less than 10% of the entire issue of such Mortgage Asset;

(xxxiii)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 Mortgage Asset 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;

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

(xxxv)if it is a Non-Controlling Participation, its acquisition will not cause the aggregate Principal Balance of all Non-Controlling Participations to exceed 15% of the Aggregate Outstanding Portfolio Balance; and

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

provided, however, that (i) for purposes of clauses (ii), (xiii), (xvi) and (xviii) (other than sub-clause (A) thereof) above, compliance for any acquisition by the Issuer during the Ramp-Up Acquisition Period shall be determined as of the Ramp-Up Completion Date and (ii) any determination of a percentage pursuant to the Eligibility Criteria (except for the Weighted Average Spread of all Mortgage Assets) shall be rounded to the nearest 1/10th of one percent.

“Eligible Account”: Either (a) an account maintained with a federal or state chartered depository institution or trust company or an account or accounts maintained with the Note Administrator that has, in each case, a long-term unsecured debt rating of at least “Aa3” by Moody’s and short-term rating of “P-1” by Moody’s or (b) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity; providedthat (i) any such institution or trust company has a long-term unsecured rating of at least “Baa1” by Moody’s and a capital surplus of at least U.S.$200,000,000 and (ii) any such account is subject to fiduciary funds on deposit regulations (or internal guidelines) substantially similar to 12 C.F.R. § 9.10(b).

“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:

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

(ii)demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company incorporated under the laws of the United States or any state thereof or the District of Columbia (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; providedthat such successor otherwise meets the criteria specified herein) and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have a long-term unsecured debt rating of not less than “Aa3” by Moody’s, in the case of long-term debt obligations, and “P-1” by Moody’s, for short-term debt obligations;

(iii)unleveraged repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; providedthat such Person otherwise meets the criteria specified herein) or entered into with a corporation (acting as principal) whose long-term unsecured debt rating is not less than “Aa3” by Moody’s, and whose short-term unsecured debt rating is not less than “P-1” by Moody’s;

(iv)a reinvestment agreement issued by any bank (if treated as a deposit by such bank) that has a short-term credit rating of not less than “P-1” by Moody’s; providedthat the issuer thereof must also have at the time of such investment a long-term unsecured debt rating of not less than “Aa3” by Moody’s;

(v)any money market fund (including those managed or advised by the Note Administrator or its Affiliates) that maintain a constant asset value and that are rated “Aaa-mf” by Moody’s; and

(vi)any other investment similar to those described in clauses (i) through (v) above that (1) Moody’s has confirmed may be included in the portfolio of Assets as an Eligible Investment without adversely affecting its then-current ratings on the Notes and (2) has a long-term credit rating of not less than “Aa3” by Moody’s and a short-term credit rating of not less than “P-1” by Moody’s;

providedthat mortgage-backed securities and interest only securities shall not constitute Eligible Investments; provided, further, that (a) Eligible Investments acquired with funds in the Collection

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

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

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

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

“EU Retention Holder Originated Mortgage Asset”: A Mortgage Asset that BSPRT Operating Partnership either (i) has purchased or will purchase for its own account prior to selling or transferring such Mortgage Asset to the Issuer or (ii) itself or through related entities, directly or indirectly, was involved in the original agreement which created such Mortgage Asset, in each case as contemplated by Article 4(13) of European Union Regulation (EU) No 575/2013/EU.

“EU Risk Retention Letter”: That certain risk retention letter delivered by BSPRT Operating Partnership and BSPRT Holder to the Issuer, the Co‑Issuer, the Collateral Manager, the Trustee and the Placement Agents, dated October 12, 2018.

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

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

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

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

“Exchange Mortgage Asset”: The meaning specified in Section 12.1(d) hereof.

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

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

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

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

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

“Fixed Rate Mortgage Asset”: A Mortgage Asset that bears interest at a fixed rate of interest.

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

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

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

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

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

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

“Future Funding Participation”: With respect to each Mortgage Asset that is a Funded Participation Interest, the related future funding companion participation interest, which (unless it is acquired as a Reinvestment Mortgage Asset after the Closing Date in accordance with the terms of this Agreement) 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 Mortgage Asset, and (ii) one (1) or more Future Funding Participations, which (unless later acquired, in whole or in part, as a Ramp-Up Mortgage Asset or a Reinvestment Mortgage Asset) will not be acquired by the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

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

Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee or Note Administrator such opinion or certificate shall state, or shall be deemed to state, that the signer has read this definition and that the signer is Independent within the meaning hereof.

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

“Initial Interest Deposit Amount”: A cash amount equal to U.S.$377,254.07, delivered by the Seller to the Issuer on the Closing Date for deposit into the Payment Account.

“Inquiry”: The meaning specified in Section 10.13(a) hereof.

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

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“Interest Accrual Period”: With respect to the Notes and (i) the first Payment Date, the period from and including the Closing Date to but excluding such first Payment Date and (ii) each successive Payment Date, the period from and including the immediately preceding Payment Date to, but excluding, such Payment Date.

“Interest Advance”: The meaning specified in Section 10.7(a) hereof.

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

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

(b)the sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement Date, plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (iii) the scheduled interest on the Class A-S Notes payable immediately following such Measurement Date, plus (iv) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (v) the scheduled interest on the Class B Notes payable immediately following such Measurement Date, plus (vi) any Class B Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (vii) the scheduled interest on the Class C Notes payable immediately following such Measurement Date, plus (viii) any Class C Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date plus (ix) the scheduled interest on the Class D Notes payable immediately following such Measurement Date, plus (x) any Class D Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date plus (xi) the scheduled interest on the Class E Notes payable 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 Mortgage Assets 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

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to be paid, (3) there will be excluded all scheduled or deferred payments of interest on or principal of Mortgage Assets and any payment that the Collateral Manager has determined in its reasonable judgment will not be made in Cash or received when due and (4) with respect to any Mortgage Asset as to which any interest or other payment thereon is subject to withholding tax of any relevant jurisdiction, each payment thereon shall be deemed to be payable net of such withholding tax unless the related borrower is required to make additional payments to fully compensate the Issuer for such withholding taxes (including in respect of any such additional payments).

“Interest Coverage Test”: The test that will be met as of any Measurement Date on which any Offered Notes remain Outstanding if the Interest Coverage Ratio as of such Measurement Date is equal to or greater than 120.0%.

“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 and the Class G Interest Distribution Amount.

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

(1)all Cash payments of interest (including any deferred interest and any amount representing the accreted portion of a discount from the face amount of a Mortgage Asset or an Eligible Investment) or other distributions (excluding Principal Proceeds) received during the related Due Period on all Mortgage Assets other than Defaulted Mortgage Assets and Eligible Investments, including, in the Collateral Manager’s commercially reasonable discretion (exercised as of the trade date), the accrued interest received in connection with a sale of such Mortgage Assets or Eligible Investments (to the extent such accrued interest was not applied to the purchase of Reinvestment Mortgage Assets), 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, exit fees and extension fees, which fees will be retained by the Seller and will not be assigned to the Issuer;

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

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

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

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

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

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

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

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

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

(11)with respect to the Payment Date in November 2018, the Initial Interest Deposit Amount; and

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

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

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

“Investor Certification”: A certificate, substantially in the form of Exhibit Q-1 or Exhibit Q-2 hereto, representing that such Person executing the certificate is a Noteholder, a

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beneficial owner of a Note, a holder of a Preferred Share or a prospective purchaser of a Note or a Preferred Share and that either (a) such Person is not an agent of, or an investment advisor to, any borrower or affiliate of any borrower under a Mortgage Loan, in which case such person will have access to all the reports and information made available to Noteholders or Preferred Shareholders under this Indenture, or (b) such Person is an agent or Affiliate of, or an investment advisor to, any borrower under a Mortgage Loan, in which case such person will only receive access to the Monthly Report. The Investor Certification may be submitted electronically by means of the Note Administrator’s website. The Investor Certification may be submitted electronically by means of the Note Administrator’s Website.

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

“Issuer”: BSPRT 2018-FL4 Issuer, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

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

“JPMS”: J.P. Morgan Securities LLC.

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

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

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

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

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

“LLC Managers”: The managers of the Co‑Issuer duly appointed by the sole member of the Co‑Issuer (or, if there is only one manager of the Co‑Issuer so duly appointed, such sole manager).

“Loan Specific Acquisition Criteria”: The criteria set forth below with respect to a Ramp-Up Mortgage Asset or a Reinvestment Mortgage Asset that consists of a Funded Companion Participation related to the Closing Date Mortgage Assets identified on Schedule A hereto as

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Bushwick Evergreen Portfolio and Vernon Tower, 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) the underlying Mortgage Loan is not a Defaulted Mortgage Loan or a Specially Serviced Mortgage Loan;

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

(iii) the requirements set forth in the Indenture regarding the representations and warranties with respect to such Funded Companion Participation and the related Mortgaged Property have been met (subject to such exceptions as are reasonably acceptable to the Collateral Manager);

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

(v) a No Downgrade Confirmation has been received from KBRA with respect to the acquisition of such Funded Companion Participation.

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

“Loss Value Payment”: A Cash payment made to the Issuer by the Seller in connection with a Material Breach of a representation or warranty with respect to any Mortgage Asset pursuant to the Mortgage Asset Purchase Agreement in an amount that the 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 of representation or warranty, which Loss Value Payment will be deemed to cure such Material Breach.

“Majority”: With respect to (i) any Class of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of such Class; and (ii) the Preferred Shares, the Preferred Shareholders representing more than 50% of the aggregate Notional Amount of the Preferred Shares.

“Manufactured Housing Community Property”: A real property secured by pad sites for manufactured homes as to which the majority of the underwritten revenue is from manufactured housing pad site units.

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

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

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

“Measurement Date”: Any of the following: (i) the Closing Date, (ii) the date of acquisition or disposition of any Mortgage Asset, (iii) any date on which any Mortgage Asset becomes a Defaulted Mortgage Asset, (iv) each Determination Date and (v) with reasonable notice to the Issuer, 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”; providedthat if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the immediately preceding Business Day.

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

“Mixed-Use Property” means a real property secured by 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 Mortgage Asset”: Any Mortgage Asset that is a Modified Mortgage Loan or a participation interest in a Modified Mortgage Loan.

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

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

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

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

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

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

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

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

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

Property Type	Moody’s Recovery Rate
Industrial, multifamily (including student housing) and anchored retail properties	60	%
Office, unanchored retail and self-storage properties	55	%
Hospitality properties	45	%
Manufactured housing community and all other property types	40	%

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

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

“Mortgage Asset Purchase Agreement”: The mortgage asset purchase agreement entered into among the Issuer, the Seller, BSPRT Operating Partnership and BSPRT on or about the Closing Date, as amended from time to time, which agreement is assigned to the Trustee on behalf of the Issuer pursuant to this Indenture.

“Mortgage Assets”: The Closing Date Mortgage Assets, the Ramp-Up Mortgage Assets and the Reinvestment Mortgage Assets.

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

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

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

“NCP Cash Purchase”: The meaning set forth in Section 12.1(c)(ii) hereof.

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

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

(ii)the Aggregate Principal Balance of all Principal Proceeds held as Cash and Eligible Investments and all amounts held as Cash or Eligible Investments in the Unused Proceeds Account; and

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

provided, however, that (i) with respect to each Defaulted Mortgage Asset that has been owned by the Issuer for more than three years after becoming a Defaulted Mortgage Asset, the Principal Balance of such Defaulted Mortgage Asset will be zero for purposes of computing the Net Outstanding Portfolio Balance and (ii) in the case of a Mortgage Asset subject to a Credit Risk/Defaulted Mortgage Asset Cash Purchase or an exchange for an Exchange Mortgage Asset, the Collateral Manager will have 45 days to exercise such purchase or exchange and during such period such Mortgage Asset will not be treated as a Defaulted Mortgage Asset 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; providedthat if the Requesting Party receives a written waiver or acknowledgment indicating its decision not to review the matter for which the No Downgrade Confirmation is sought, then the requirement to receive a No Downgrade Confirmation from the Rating Agency with respect to such matter shall not apply. For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail. Notwithstanding anything to the contrary set forth in this Agreement, at any time during which the Notes are no longer rated by a Rating Agency, no No Downgrade Confirmation shall be required from such Rating Agency under this Agreement.

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

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

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

“Non-call Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in October 2020 during which no Optional Redemption is permitted to occur.

“Non-Controlling Participation”: Any Participation acquired by the Issuer as to which the Issuer does not have sole and effective control over the remedies relating to the enforcement of the Underlying Whole Loan, including ultimate control of the foreclosure process, by having a right to (x) appoint and remove the special servicer or (y) direct or approve the special servicer’s exercise of remedies. A Participation will not be considered a Non-Controlling Participation solely as a result of the holder of the Participation being required to obtain the consent of the holder of a Non-Acquired Participation in order to exercise rights to such effective control over remedies or as to Major Decisions with respect to Defaulted Mortgage Assets or Mortgage Assets that the Collateral Manager determines have a significant risk of becoming a Defaulted Mortgage Asset.

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

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

“Non-Serviced Mortgage Loans”: Each of the Mortgage Assets identified on Schedule A as The Sphere, Delta by Marriott Knoxville, The Marc, Sheraton Suites Fort Lauderdale Plantation, Mesa Verde Apartments, Oakland Hills Apartments, Shillito Park Apartments, Shingle Creek Crossing 16200 Ventura Boulevard, Kendall Pointe Retail and Van Eyck & Del Sarto, any Ramp-Up Mortgage Asset and any Reinvestment Mortgage Asset, and the related Underlying Whole Loan, that is a Participation that is subject to a separate servicing agreement.

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

“Note Administrator”: U.S. Bank National Association, a national banking association, solely in its capacity as note administrator hereunder, unless a successor Person shall

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have become the Note Administrator pursuant to the applicable provisions of this Indenture, and thereafter “Note Administrator” shall mean such successor Person.

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

“Note Interest Rate”: With respect to the Class A Notes, the Class A Rate, with respect to the Class A-S Notes, the Class A-S Rate, with respect to the Class B Notes, the Class B Rate, with respect to the Class C Notes, the Class C Rate, with respect to the Class D Notes, the Class D Rate, with respect to the Class E Notes, the Class E Rate, with respect to the Class F Notes, the Class F Rate and with respect to the Class G Notes, the Class G 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 and the Class G Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

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

“Notional Amount”: In respect of the Preferred Shares, the per share notional amount as provided in the Preferred Share Paying Agency Agreement. The aggregate Notional Amount of the Preferred Shares on the Closing Date will be U.S.$97,694,546.

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

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

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

“Offering Memorandum”: The Offering Memorandum, dated September 27, 2018, relating to the offering of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

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

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

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

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

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

“Origination Date As-Is LTV”: With respect to any Mortgage Asset, 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 Mortgage Asset (including the Principal Balance of any Funded Companion Participation that is pari passu in right of repayment and any Mortgage Asset that is cross-collateralized with the subject Mortgage Asset) 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 Mortgage Asset) as reflected in an appraisal that was obtained not more than three months prior to the date of origination.

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

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

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

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

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

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

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

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

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

“Par Value Test”: A test that will be satisfied as of any Measurement Date on which any Offered Notes remain outstanding if the Par Value Ratio on such Measurement Date is equal to or greater than 122.60%.

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

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

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

“Participation”: Any Senior Participation or Junior Participation.

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

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

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

“Payment Date”: The 15^th day of each month (or, if such day is not a Business Day, the next succeeding Business Day), commencing on the Payment Date in November 2018 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.

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

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

“Placement Agency Agreement”: The placement agreement relating to the Notes dated as of the Closing Date by and among the Issuer, the Co‑Issuer, BSPRT, BSPRT Operating Partnership and the Placement Agents.

“Placement Agents”: WF and JPMS.

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

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

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

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

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

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

“Principal Balance” or “par”: With respect to any Mortgage Loan, Mortgage Asset or Eligible Investment, as of any date of determination, the outstanding principal amount of such Mortgage Loan, Mortgage Asset (as reduced by all payments or other collections of principal received or deemed received, and any principal forgiven by the Special Servicer and other principal losses realized, on such Mortgage Asset during the related collection period) or Eligible Investment; providedthat 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 Mortgage Asset or an Eligible Investment) and (b) Mortgage Assets as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Mortgage Asset, (ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted Mortgage Assets, or (iv) any other principal payments received with respect to Mortgage Assets;

(2)Sale Proceeds received during such Due Period in respect of sales in accordance with the Transaction Documents and excluding (i) accrued interest included in Sale Proceeds, (ii) any reimbursement of expenses included in such Sale Proceeds and

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(iii) any portion of such Sale Proceeds that are in excess of the outstanding principal balance of the related Mortgage Asset or Eligible Investment;

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

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

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

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

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

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

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

minus (B) the aggregate amount of (1) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the Backup Advancing Agent from Interest Proceeds related to such Payment Date and (2) any amounts paid to the Servicer or Special Servicer pursuant to the terms of the Servicing Agreement out of amounts that would otherwise be Principal Proceeds;

providedthat in no event will Principal Proceeds include any proceeds from the Excepted Property.

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

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

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

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

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

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

“Ramp-Up Acquisition Period”: The period from the Closing Date until the Ramp-Up Completion Date.

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

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

(ii)the first date on which all funds in the Unused Proceeds Account have been used to purchase Ramp-Up Mortgage Assets; and

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

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

“Ramp-Up Mortgage Asset”: Any Mortgage Asset acquired by the Issuer during the Ramp-Up Acquisition Period with funds from the Unused Proceeds Account that is a Whole Loan or Senior Participation (but not a junior participation) and that satisfies the Eligibility Criteria.

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

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

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

(b)any one of the following has occurred:

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

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

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

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

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

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

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

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

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

“Redemption Date Statement”: The meaning specified in Section 10.9(d) hereof.

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

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

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

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

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

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

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

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

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

Preferred Shares. The redemption price for the Preferred Shares will be calculated on the related Determination Date and will be equal to the sum of all net proceeds of the sale of the Collateral in accordance with Article 12 hereof and Cash (other than the Issuer’s rights, title and interest in the property described in clause (i) of the definition of “Excepted Property”), if any, remaining after payment of all amounts and expenses, including payments made in respect of the Notes, described under clauses (1) through (18) of Section 11.1(a)(i) and clauses (1) through (14) of Section 11.1(a)(ii); providedthat if there are no such net proceeds or Cash remaining, the redemption price for the Preferred Shares shall be equal to U.S.$0.

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

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

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

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

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

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

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

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

“Reinvestment Mortgage Asset”: Any Mortgage Loan or Participation that is acquired during the Reinvestment Period with Principal Proceeds from the Mortgage Assets (or any cash contributed by the holder of the Preferred Shares to the Issuer) and that satisfies the Eligibility Criteria and the Reinvestment 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 end of the Due Period following the Payment Date in November 2020; (ii) the end of the Due Period related to the Payment Date on which all of the Securities are redeemed as described herein under Section9.1; and (iii) the date on which principal of and accrued and unpaid interest on all of the Notes is accelerated following the occurrence and continuation of an Event of Default.

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

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

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

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

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

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

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

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

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

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

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

“SEC”: The Securities and Exchange Commission.

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

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

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

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

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

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

“Securitization Sponsor”: BSPRT Operating Partnership.

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

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

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

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

“Seller”: BSPRT 2018-FL4 Seller, LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller.

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

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

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

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

“Sensitive Asset”: Means (i) a Mortgage Asset, or a portion thereof, or (ii) a real property or other interest (including, without limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise of remedies with respect to a Mortgage Asset or portion thereof, in either case, as to which the 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”: Situs Asset Management LLC, a Delaware limited liability company, solely in its capacity as servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall have become the servicer pursuant to the appropriate provisions of the Servicing Agreement.

“Servicing Accounts”: The Escrow Accounts, the Collection Account, the Participated Mortgage Loan Collection Account, the REO Accounts and the Cash Collateral Accounts, each as established under and defined in the Servicing Agreement.

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

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

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

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

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

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

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

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

“Stabilized Debt Service”: With respect to any Mortgage Asset, the monthly payments of principal (without regard to any change in principal payments for any extension period) and interest (based on an assumed LIBOR rate of 2.13444%) due with respect to such Mortgage Loan pursuant to the terms of the related Asset Documents, assuming all Future Funding Amounts that the Collateral Manager expects to be drawn by the stabilization date have been advanced, but excluding (1) any balloon payments and (2) any required (non-monthly) principal paydowns. In determining Stabilized Debt Service for any Mortgage Asset that is a Senior Participation, the calculation will take into account the debt service due on the Senior Participation being acquired by the Issuer and the related Non-Acquired Participation(s) (assuming fully-funded) or related note also secured by the related mortgaged property or properties, as applicable, that is senior or pari passu in right to the Senior Participation being acquired by the Issuer but not any Non-Acquired Participation(s) or related note also secured by the related mortgaged property or properties, as applicable, that is junior in right to the Senior Participation being acquired by the Issuer.

“Stated Maturity Date”: The Payment Date in September 2035.

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

“Successful Auction”: Either (i) an auction that is conducted in accordance with the provisions specified in the Indenture, which includes the requirement that the aggregate cash purchase price for all the Mortgage Assets, 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 Mortgage Assets by the Preferred Shareholder for a price that, together with the balance of all Eligible Investments and cash in the Payment Account, is equal to the Total Redemption Price.

“Supermajority”: With respect to (i) any Class of Notes, the Holders of at least 66⅔% of the Aggregate Outstanding Amount of the Notes of such Class and (ii) with respect to the

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Preferred Shares, the Holders of at least 66⅔% of the aggregate Notional Amount of the Preferred Shares.

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

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

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

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

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

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

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

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

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matter, any other officer to whom a particular matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

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

“Trustee/Note Administrator Fee”: The payment to each of the Note Administrator and the Trustee, pro rata, based on their entitlement, of the accrued and unpaid fees in respect of their services equal to, in the aggregate, U.S.$60,000 per annum.

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

“UCC”: The applicable Uniform Commercial Code.

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

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

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

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

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

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

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

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“Weighted Average Life”: As of any Measurement Date with respect to the Mortgage Assets (other than Defaulted Mortgage Assets), the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each Mortgage Asset (other than Defaulted Mortgage Assets) by (b) the outstanding Principal Balance of such Mortgage Asset and (ii) dividing such sum by the aggregate Principal Balance at such time of all Mortgage Assets (other than Defaulted Mortgage Assets), where “Average Life” means, on any Measurement Date with respect to any Mortgage Asset (other than a Defaulted Mortgage Asset), 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 Mortgage Asset and (b) the respective amounts of such expected distributions of principal by (ii) the sum of all successive expected distributions of principal on such Mortgage Asset.

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

“WF”: Wells Fargo Securities, LLC.

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

Section 1.2Interest 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 1.3Rounding 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 2THE NOTES

Section 2.1Forms 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

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or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer and the Co‑Issuer, executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Section 2.2Forms 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 and H-2 hereto.

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

(i)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 and H-2 hereto added to the form of such Notes (each, a “Definitive Note”), which shall be duly executed by the Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(ii)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 and H-1 hereto added to the form of such Notes (each, a “Regulation S Global Note”), which shall be deposited on behalf of the subscribers for such Notes represented thereby with the Note Administrator as custodian for the Depository and registered in the name of a nominee of the Depository for the respective accounts of Euroclear and Clearstream, Luxembourg or their respective depositories, duly executed by the Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time

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to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

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

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

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

(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 2.3Authorized 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.$770,696,000, except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6 or 8.5 hereof and (ii) any Deferred Interest.

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

Designation	Original Principal Amount
Class A Senior Secured Floating Rate Notes Due 2035	U.S.$416,827,000
Class A-S Second Priority Secured Floating Rate Notes Due 2035	U.S.$73,813,000
Class B Third Priority Secured Floating Rate Notes Due 2035	U.S.$56,446,000
Class C Fourth Priority Secured Floating Rate Notes Due 2035	U.S.$68,385,000
Class D Fifth Priority Secured Floating Rate Notes Due 2035	U.S.$57,531,000
Class E Sixth Priority Secured Floating Rate Notes Due 2035	U.S.$28,223,000
Class F Seventh Priority Floating Rate Notes Due 2035	U.S.$35,821,000
Class G Eighth Priority Floating Rate Notes Due 2035	U.S.$33,650,000

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

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

At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co‑Issuer may deliver Offered Notes executed by the Issuer and the Co‑Issuer, and the Issuer may deliver Class F Notes and Class G 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.

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 2.5Registration, Registration of Transfer and Exchange. (a) The Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, shall cause to be kept a register (the “Notes Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer and the Co‑Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Note

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Administrator is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of the Notes Registrar, the Issuer and the Co‑Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Notes Registrar.

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

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

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

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

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

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

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

(a)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.

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

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

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

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

(ii)Regulation S Global Note to Rule 144A Global Note or Definitive Note. If a holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or for a Definitive Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the

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corresponding Rule 144A Global Note or for a Definitive Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note or for a Definitive Note. Upon receipt by the Note Administrator or the Notes Registrar of:

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

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

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

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

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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 I-1 attached hereto,

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

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

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in clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Rule 144A Global Note transferred by the transferor).

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

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

(e)Removal of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in Exhibits A, B, C, D, E and F hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Issuer and the Co‑Issuer such satisfactory evidence, which may include an Opinion of Counsel of an attorney at law licensed to practice law in the State of New York (and addressed to the Issuer and the Note Administrator), as may be reasonably required by the Issuer and the Co‑Issuer, if applicable, to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S, as applicable, the 1940 Act or ERISA. So long as the Issuer or the Co‑Issuer is relying on an exemption under or promulgated pursuant to the 1940 Act,

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the Issuer or the Co‑Issuer shall not remove that portion of the legend required to maintain an exemption under or promulgated pursuant to the 1940 Act. Upon provision of such satisfactory evidence, as confirmed in writing by the Issuer and the Co‑Issuer, if applicable, to the Note Administrator, the Note Administrator, at the direction of the Issuer and the Co‑Issuer, if applicable, shall authenticate and deliver Notes that do not bear such applicable legend.

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

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

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

(i)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.

(j)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).

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

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

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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).

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

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

(n)As long as any Note is Outstanding, Retained Securities, retained or repurchased Notes and ordinary shares of the Issuer held by BSPRT, BSPRT Holder or any other disregarded entity of BSPRT or a subsequent REIT for U.S. federal income tax purposes may not be transferred, pledged or hypothecated to any other Person (except to an affiliate that is wholly-owned by BSPRT or such subsequent REIT, as applicable, and is disregarded for U.S. federal income tax purposes) unless the Issuer receives a No Entity-Level Tax Opinion (or has previously received a No Trade or Business Opinion).

For the avoidance of doubt, the Indenture Accounts (including income, if any, earned on the investments of funds in such account) will be owned by BSPRT, if the Issuer is wholly-owned by BSPRT, or a subsequent REIT that wholly owns the Issuer, for 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.

Section 2.6Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the Co‑Issuer, the Trustee, the Note Administrator and the relevant Transfer Agent (each, a “Specified Person”) evidence to their reasonable satisfaction of the destruction, loss or theft of any

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

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

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

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

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

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 2.7Payment 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

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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.

(a)(i) 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 and (ii) 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.

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

(c)As a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Issuer shall require certification acceptable to it to enable the Issuer, the Co‑Issuer, the Trustee, the Preferred Share Paying Agent and the Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Security under any present or future law or regulation of the United States or the Cayman Islands or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. Such certification may include

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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)), Form W‑8BEN-E (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities), Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income Is Effectively Connected with the Conduct of a Trade or Business in the United States) or any successors to such IRS forms). In addition, each of the Issuer, Co‑Issuer, the Trustee, Preferred Share Paying Agent or any Paying Agent may require certification acceptable to it to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its Collateral and otherwise as may be necessary or desirable to ensure compliance with all applicable laws. Each Holder and each beneficial owner of Notes agree to provide any certification requested pursuant to this Section 2.7(d) and to update or replace such form or certification in accordance with its terms or its subsequent amendments. Furthermore, the Issuer shall require, as a condition to payment without the imposition of U.S. withholding tax under the FATCA, information to comply with FATCA requirements pursuant to clause (xii) of the representations and warranties set forth under the third paragraph of Exhibit I-1 hereto, as deemed made pursuant to Section 2.5(g) hereto, or pursuant to clause (xiii) of the representations and warranties set forth under the third paragraph of Exhibit I-2 hereto, as deemed made pursuant to Section 2.5(h) hereto, or pursuant to clause (xi) of the representations and warranties set forth under the third paragraph of Exhibit I-3 hereto, made pursuant to Section 2.5(i) hereto, as applicable.

(d)Payments in respect of interest on and principal on the Notes shall be payable by wire transfer in immediately available funds to a Dollar account maintained by the Holder or its nominee; providedthat the Holder has provided wiring instructions to the Paying Agent on or before the related Record Date or, if wire transfer cannot be effected, by a Dollar check drawn on a bank in the United States, or by a Dollar check mailed to the Holder at its address in the Notes Register. The Issuer expects that the Depository or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note held by the Depository or its nominee, shall immediately credit the applicable Agent Members’ accounts with payments in amounts proportionate to the respective beneficial interests in such Global Note as shown on the records of the Depository or its nominee. The Issuer also expects that payments by Agent Members to owners of beneficial interests in such Global Note held through Agent Members will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of the Agent Members. Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Note Administrator or at the office of the Paying Agent (or, to a foreign paying agent appointed by the Note Administrator outside of the United States if then required by applicable law, in the case of a Definitive Note issued in exchange for a beneficial interest in the Regulation S Global Note) on or prior to such Maturity. None of the Issuer, the Co‑Issuer, the Trustee, the Note Administrator or the Paying Agent will have any responsibility or liability with respect to any records maintained by the Holder of any Note with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. In the case where any final payment of principal and interest is to be made on any

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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.

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

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

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

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

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

(j)Notwithstanding anything contained in this Indenture to the contrary, the obligations of the Issuer and the Co‑Issuer under the Offered Notes, this Indenture and the other Transaction Documents are limited-recourse obligations of the Issuer and non-recourse obligations of the Co‑Issuer. The Class F Notes and the Class G Notes are limited recourse obligations of the Issuer. The Notes are payable solely from the Collateral and following realization of the Collateral, all obligations of the Co‑Issuers, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, and any claims of the Noteholders, the Trustee or any other parties to any Transaction Documents shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Notes against any Officer, director, employee, shareholder, limited partner or incorporator of the Issuer, the Co‑Issuer or any of their respective successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or

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agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture (to the extent it relates to the obligation to make payments on the Notes) until such Collateral have been realized, whereupon any outstanding indebtedness or obligation in respect of the Notes, this Indenture and the other Transaction Documents shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer or the Co‑Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

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

(l)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 Section5.5 are not applicable, then payments of principal of and interest on such Notes shall be made in accordance with Section5.7 hereof.

(m)Payments in respect of the Preferred Shares as contemplated by Sections 11.1(a)(i)(19), Section 11.1(a)(ii)(15) and Section 11.1(a)(iii)(19) shall be made by the Paying Agent to the Preferred Share Paying Agent.

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

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

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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 2.10Global 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 I‑3, upon receipt of which the Notes Registrar shall then cancel such Definitive Note in accordance herewith, record the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by the Co‑Issuers, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Definitive Note surrendered by the transferor);

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

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

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shall be subject to the transfer restrictions referred to in such applicable legend. The Holder of each such registered individual Global Note may transfer such Global Note by surrendering it at the Corporate Trust Office of the Note Administrator, or at the office of the Paying Agent.

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

(d)[Reserved]

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

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

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

Section 2.11U.S. Tax Treatment of Notes and the Issuer. (a) Each of the Issuer and the Co‑Issuer intends that, for U.S. federal income tax purposes, the Notes (unless held by BSPRT or a subsequent REIT or any entity disregarded into BSPRT or a subsequent REIT, as applicable) be treated as debt and that the Issuer be treated as a Qualified REIT Subsidiary (unless the Issuer has received a No Entity-Level Tax Opinion). Each prospective purchaser and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other

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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.

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

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

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

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

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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 2.13Forced Sale on Failure to Comply with Restrictions. (a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a Note or interest therein to a U.S. Person who is determined not to have been both (1) a QIB or an IAI and (2) a Qualified Purchaser at the time of acquisition of the Note or interest therein shall be null and void and any such proposed transfer of which the Issuer, the Co‑Issuer, the Note Administrator or the Trustee shall have written notice (which includes via electronic mail) may be disregarded by the Issuer, the Co‑Issuer, the Note Administrator and the Trustee for all purposes.

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

(b)If the Issuer (or its agent on its behalf) determines that a Holder has failed for any reason to (i) comply with the Holder AML Obligations (ii) such information or documentation is not accurate or complete, or (iii) the Issuer otherwise reasonably determines that such holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance (any such person a “Non-Permitted AML Holder”), then the Issuer (or its agent acting on its behalf) shall promptly after discovery that such Person is a Non-Permitted AML Holder by the Issuer (or its agent on its behalf), send notice (or cause notice to be sent) to such Non-Permitted AML Holder demanding that such Non-Permitted AML Holder transfer its interest to a Person that is not a Non-Permitted AML Holder within thirty (30) days of the date of

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such notice. If such Non-Permitted AML Holder fails to so transfer its Note or interest therein, the Issuer shall have the right, without further notice to the Non-Permitted AML Holder, to sell such Note or interest therein to a purchaser selected by the Issuer that is not a Non-Permitted AML Holder on such terms as the Issuer may choose. The Issuer, or a third party acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Note, and selling such Note to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. The Holder of such Note, the Non-Permitted AML Holder and each other Person in the chain of title from the Holder to the Non-Permitted AML Holder, by its acceptance of an interest in the Note, agrees to cooperate with the Issuer and the Note Administrator to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted AML Holder. The terms and conditions of any sale under this Section 2.13(c) shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in the Note sold as a result of any such sale or exercise of such discretion.

Section 2.14No 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 2.15Credit Risk Retention. The Securitization Sponsor shall timely deliver (or cause to be timely delivered) to the Trustee any notices contemplated by Section 10.12(a)(v) of this Agreement.

ARTICLE 3CONDITIONS PRECEDENT; PLEDGED MORTGAGE ASSETS

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

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

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

(c)an opinion of Cadwalader, Wickersham & Taft LLP (which opinion may be limited to the laws of the State of New York and the federal law of the United States and may assume, among other things, the correctness of the representations and warranties made or deemed made by the owners of Notes pursuant to Sections 2.5(g), (h) and (i)) dated the Closing Date, as to certain matters of New York law and certain United States federal income tax and securities law matters, in a form satisfactory to the Placement Agents;

(d)an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Co‑Issuers dated the Closing Date, relating to the validity of the Grant hereunder and the perfection of the Trustee’s security interest in the Collateral;

(e)opinions of Cadwalader, Wickersham & Taft LLP, counsel to the Co‑Issuers, BSPRT and the Seller, regarding (i) certain true sale and non-consolidation matters with respect to the Issuer and (ii) certain corporate and enforceability matters with respect to the Co‑Issuers, BSPRT Holder, the Seller, the Collateral Manager, the Advancing Agent and BSPRT;

(f)an opinion of Hogan Lovells US LLP, special counsel to BSPRT, dated the Closing Date, regarding certain 1940 Act issues and its qualification and taxation as a REIT;

(g)an opinion of Hogan Lovells US LLP, special counsel to BSPRT, dated the Closing Date, regarding certain issues of Maryland law;

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

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

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

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

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

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

(n)an Officer’s Certificate given on behalf of the Issuer and without personal liability, stating that the Issuer is not in Default under this Indenture and that the issuance of the Securities by the Issuer will not result in a breach of any of the terms, conditions or provisions of, or constitute a Default under, the Governing Documents of the Issuer, any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for and all conditions precedent provided in the Preferred Share Paying Agency Agreement relating to the issuance by the Issuer of the Preferred Shares have been complied with and that all expenses due or accrued with respect to the offering or relating to actions taken on or in connection with the Closing Date have been paid;

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

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

(q)an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Mortgage Assets in the data tape, dated September 17, 2018, an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Mortgage Assets in the Preliminary Offering Memorandum of the Co‑Issuers, dated September 24, 2018, and the Structural and Collateral Term Sheet dated September 24, 2018, and an Accountant’s Report on applying Agreed-Upon Procedures with respect to certain information concerning the Mortgage Assets in the Offering Memorandum;

(r)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

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of this Indenture in that Collateral in which a security interest may be perfected by filing under the UCC;

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

(t)the EU Risk Retention Letter; and

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

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

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

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

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

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

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

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

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

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

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

(1)upon the delivery of each mortgage note evidencing the obligations of the borrowers under each Mortgage Asset to the Custodian on behalf of the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security interest in all Mortgage Assets shall be a validly perfected, first priority security interest under the UCC as in effect in the State of Minnesota.

(c)Rating Letters. the Issuer and/or Co‑Issuer’s receipt of a signed letter from the Rating Agencies confirming that (i) the Class A Notes have been issued with a rating of “AAA(sf)” by KBRA and “Aaa(sf)” by Moody’s, (ii) the Class A-S Notes have been issued with a rating of at least “AAA(sf)” by KBRA, (iii) the Class B Notes have been issued with a rating of at least “AA-(sf)” by KBRA, (iv) the Class C Notes have been issued with a rating of at least “A‑(sf)” by KBRA, (v) the Class D Notes have been issued with a rating of at least “BBB(sf)” by KBRA, (vi) the Class E Notes have been issued with a rating of at least “BBB-(sf)” by KBRA, (vii) the Class F Notes have been issued with a rating of at least “BB-(sf)” by KBRA and (viii) the Class G 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 Preferred Share Distribution Account, the Reinvestment Account, the Custodial Account, the Collection Account, the Expense Reserve Account, the Unused Proceeds Account and the Participated Mortgage Loan Collection Account.

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

(f)Deposit to Unused Proceeds Account. On the Closing Date, the Issuer shall deposit into the Unused Proceeds Account, U.S.$130,275,581.

(g)Initial Interest Deposit Amount. On the Closing Date, the Issuer shall remit to the Note Administrator for deposit into the Payment Account, the Initial Interest Deposit Amount.

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

Section 3.3Transfer of Collateral. (a) U.S. Bank, National Association, as document custodian (in such capacity, the “Custodian”), is hereby appointed as Custodian to hold all of the mortgage notes or participation certificates required to be delivered to it by the Issuer on the Closing Date or on the closing date of the acquisition of any Ramp-Up Mortgage Asset or any Reinvestment Mortgage Asset, at its office in St. Paul, Minnesota. Any successor to the Custodian shall be a U.S. state or national bank or trust company that is not an Affiliate of the Issuer or the Co‑Issuer and has capital and surplus of at least U.S.$200,000,000 and whose long-term unsecured debt is rated at least “Baa1” by Moody’s. Subject to the limited right to relocate Collateral set forth in Section 7.5(b), the Custodian shall hold all Asset Documents at its Corporate Trust Office.

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

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

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

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

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

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

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

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

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

(i)if such Mortgage Asset is a Mortgage Loan:

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

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

(3)an original of any participation agreement relating to any item of collateral that is not evidenced by a promissory note;

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

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

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

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

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

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

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

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

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

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

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

(15)the original of any related loan agreement;

(16)the original of any related guarantee;

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

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

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

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

(21)a copy of any property management agreements;

(22)a copy of any ground leases;

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

(24)with respect to any Mortgage Loan with related mezzanine or other subordinate debt (other than a companion participation), a copy of any related co-

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lender agreement, intercreditor agreement, subordination agreement or other similar agreement;

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

(26)a copy of any opinion of counsel;

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

(ii)if such Mortgage Asset is a Participation:

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

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

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

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

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

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

(e)The execution and delivery of this Indenture by the Custodian shall constitute certification that (i) each original note required to be delivered to the Custodian on behalf of the Trustee by the Issuer (or the Seller) and all allonges thereto, if any, have been received by the Custodian; and (ii) such original note has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the borrower), (B) appears to have been executed and (C) purports to relate to the related

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Mortgage Asset. The Custodian agrees to review or cause to be reviewed the Mortgage Asset Files within thirty (30) days after the Closing Date, and to deliver to the Issuer, the Note Administrator, the Servicer, the Collateral Manager and the Trustee a certification in the form of Exhibit K attached hereto, indicating, subject to any exceptions found by it in such review (and any related exception report and any subsequent reports thereto shall be delivered to the other parties hereto, the Servicer in electronic format, including Excel-compatible format), (A) those documents referred to in Section 3.3(e) that have been received, and (B) that such documents have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage Asset. The Custodian shall have no responsibility for reviewing the Mortgage Asset File except as expressly set forth in this Section 3.3(f). None of the Trustee, the Note Administrator, and the Custodian shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 3.3(e)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Mortgaged Property.

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

(g)Without limiting the generality of the foregoing:

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

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

(iii)from time to time upon request of the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall, upon delivery by the Collateral Manager, the

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

(h)As of the Closing Date (with respect to the Collateral owned or existing as of the Closing Date) and each date on which any Collateral is acquired (only with respect to each Collateral so acquired or arising after the Closing Date), the Issuer represents and warrants as follows:

(i)this Indenture creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;

(ii)the Issuer owns and has good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person;

(iii)in the case of each Collateral, the Issuer has acquired its ownership in such Collateral in good faith without notice of any adverse claim as defined in Section 8‑102(a)(1) of the UCC as in effect on the date hereof;

(iv)other than the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral;

(v)the Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral

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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 U.S. Bank National Association has agreed to be Securities Intermediary pursuant to the Securities Account Control Agreement on behalf of the Trustee as secured party under this Indenture.

(i)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.

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ARTICLE 4SATISFACTION AND DISCHARGE

Section 4.1Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) the rights, protections, indemnities and immunities of the Note Administrator (in each of its capacities) and the Trustee and the specific obligations set forth below hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder, under the Collateral Management and under the Servicing Agreement, and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Custodian or Securities Intermediary (on behalf of the Trustee) and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:

(a)(i)    either:

(1)all Notes theretofore authenticated and delivered to Noteholders (other than (A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for which payment has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3) have been delivered to the Note Registrar for cancellation; or

(2)all Notes not theretofore delivered to the Note Registrar for cancellation (A) have become due and payable, or (B) shall become due and payable at their Stated Maturity Date within one year, or (C) are to be called for redemption pursuant to ARTICLE 9 under an arrangement satisfactory to the Note Administrator for the giving of notice of redemption by the Issuer and the Co‑Issuer pursuant to Section 9.3 and either (x) the Issuer has irrevocably deposited or caused to be deposited with the Note Administrator, Cash or non-callable direct obligations of the United States of America; which obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by Moody’s in an amount sufficient, as recalculated by a firm of Independent nationally-recognized certified public accountants, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1, the Redemption Price) on such Notes not theretofore delivered to the Note Administrator for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity Date or the respective Redemption Date, as the case may be or (y) in the event all of the Collateral is liquidated following the satisfaction of the conditions specified in ARTICLE 5, the Issuer shall have deposited or caused to be deposited with the Note Administrator, all proceeds of such liquidation of the Collateral, for payment in accordance with the Priority of Payments;

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(ii)the Issuer and the Co‑Issuer have paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Collateral Management Agreement and the Servicing Agreement) by the Issuer and Co‑Issuer and no other amounts are scheduled to be due and payable by the Issuer other than Dissolution Expenses; and

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

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

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

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

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

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

Section 4.3Repayment of Amounts Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all amounts then held by any Paying Agent, upon demand of the Issuer and the Co‑Issuer, shall be remitted to the Note

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

ARTICLE 5REMEDIES

Section 5.1Events 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, Class B Notes, Class C Notes, Class D Notes or Class E Notes (or, if none of the Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E 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; providedthat in the case of a failure to disburse funds due to an administrative error or omission by the Collateral Manager, Note Administrator, Trustee or any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written notice or has actual knowledge of such administrative error or omission; or

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

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

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

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

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

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

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

(i)the Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of BSPRT or a subsequent REIT for U.S. federal income tax purposes, unless (A) within 90 days, the Issuer either (1) delivers an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that, notwithstanding the Issuer’s loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes, the Issuer is not, and has not been, an association (or publicly traded partnership or taxable mortgage pool) taxable as a corporation, or is not, and has not been, otherwise subject to U.S. federal income tax on a net basis and the Noteholders are not otherwise materially adversely affected by the loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes or (2) receives an amount from the Preferred Shareholders sufficient to discharge in full the amounts then due and unpaid on the Notes and amounts and expenses described in clauses (1) through (4) and (17) 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; or

(j)if the aggregate principal balance of (1) all Non-Controlling Participations owned by the Issuer and (2) all other assets that do not qualify as “qualifying interests” in real estate for purposes of Section 3(c)(5)(C) of the 1940 Act (as described in the related no-action letters and other guidance provided by the SEC) owned by the Issuer is in excess of 35% of the Aggregate Outstanding Portfolio Balance.

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

Section 5.2Acceleration 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, 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

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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.

(a)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 and the Class G Notes, other than with respect to an Event of Default specified in Section 5.1(d), 5.1(f), 5.1(g), or 5.1(i), by written notice to the Issuer, the Co‑Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

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

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

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

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

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

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

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

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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.

(b)Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; providedthat (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.

(c)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.

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

If the Issuer or the Co‑Issuer fails to pay such amounts forthwith upon such demand, the Trustee, as Trustee of an express trust, and at the expense of the Issuer, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, or any other

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obligor upon the Notes and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral.

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

In the case where (x) there shall be pending Proceedings relative to the Issuer or the Co‑Issuer under the Bankruptcy Code, any bankruptcy, insolvency, reorganization or similar law enacted under the laws of the Cayman Islands, or any other applicable bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Co‑Issuer, or their respective property, or (z) there shall be any other comparable Proceedings relative to the Issuer or the Co‑Issuer, or the creditors or property of the Issuer or the Co‑Issuer, regardless of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co‑Issuer or other obligor upon the Notes or to the creditors or property of the Issuer, the Co‑Issuer or such other obligor;

(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,

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liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in comparable Proceedings; and

(iii)to collect and receive (or cause the Note Administrator to collect and receive) any amounts or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator to distribute) all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee (or the Note Administrator on its behalf), and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee and the Note Administrator such amounts as shall be sufficient to cover reasonable compensation to the Trustee and the Note Administrator, each predecessor trustee and note administrator, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Backup Advancing Agent and each predecessor backup advancing agent.

Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, vote for, accept or adopt, on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

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

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met and any sale of Collateral contemplated to be conducted by the Trustee under this Indenture shall be effected by the Special Servicer pursuant to the terms of the Servicing Agreement, and the Trustee shall have no liability or responsibility for or in connection with any such sale.

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

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

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(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 (providedthat any such sale shall be conducted by the Special Servicer pursuant to the Servicing Agreement);

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

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

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

provided, however, that no sale or liquidation of the Collateral or institution of Proceedings in furtherance thereof pursuant to this Section 5.4 may be effected unless either of the conditions specified in Section 5.5(a) are met.

The Issuer shall, at the Issuer’s expense, upon request of the Trustee or the Special Servicer, obtain and rely upon an opinion of an Independent investment banking firm as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the proceeds and other amounts expected to be received with respect to the Collateral to make the required payments of principal of and interest on the Notes and other amounts payable hereunder, which opinion shall be conclusive evidence as to such feasibility or sufficiency.

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

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

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

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

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

Section 5.5Preservation of Collateral. (a) Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding, the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted or required under this Indenture) retain the Collateral securing the Notes, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral, unless either:

(i)the Note Administrator, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable

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

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

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

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

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

(c)In determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices with respect to each Mortgage Asset from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time making a market in such Mortgage Assets that, at that time, engage in the trading, origination or securitization of whole loans or participations similar to the Mortgage Assets (or, if only one such dealer can be engaged, then the 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 Mortgage Asset and provide the Trustee and the Note Administrator with the results thereof. For the purposes of determining issues relating to the market value of any Mortgage Asset and the execution of a sale or other liquidation thereof, the Special Servicer may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense) in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists.

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

Section 5.6Trustee 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 5.7Application 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 5.8Limitation on Suits. No Holder of any Notes shall have any right to institute any Proceedings (the right of a Noteholder to institute any proceeding with respect to the Indenture or the Notes is subject to any non-petition covenants set forth in the Indenture or the Notes), judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)such Holder has previously given to the Trustee written notice of an Event of Default;

(b)except as otherwise provided in Section 5.9 hereof, the Holders of at least 25% of the then Aggregate Outstanding Amount of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

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

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

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

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

Section 5.11Rights 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 5.12Delay 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 5.13Control 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

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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; providedthat:

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

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

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

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

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

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

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

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

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

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

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

Section 5.15Undertaking 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,

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

Section 5.17Sale of Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds to pay such amount until the entire Collateral shall have been sold. The Special Servicer may, upon notice to the Securityholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three (3) Business Days after the date of the determination by the Special Servicer pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Special Servicer has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; providedthat 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.

(a)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.

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

(c)In the event of any Sale of the Collateral pursuant to Section 5.4 or Section5.5, 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.

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

ARTICLE 6THE TRUSTEE AND NOTE ADMINISTRATOR

Section 6.1Certain 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

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requirements of this Indenture and shall promptly notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee or the Note Administrator within 15 days after such notice from the Trustee or the Note Administrator, the Trustee or the Note Administrator, as applicable, shall notify the party providing such instrument and requesting the correction thereof.

(b)In case an Event of Default actually known to the Trustee or the Note Administrator has occurred and is continuing, the Trustee or the Note Administrator shall, prior to the receipt of directions, if any, from a Majority of the Controlling Class (or other Noteholders to the extent provided in ARTICLE 5 hereof), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

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

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

(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

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risk or liability relates to its ordinary services under this Indenture, except where this Indenture provides otherwise.

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

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

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

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

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

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

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Section 6.3Certain Rights of Trustee and Note Administrator. Except as otherwise provided in Section 6.1:

(a)the Trustee and the Note Administrator may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

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

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

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

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

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

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

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

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

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

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

(m)the Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the Future Funding

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Agreement, the Future Funding Account Control Agreement, the Servicing Agreement and the Securities Account Control Agreement (including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary, Backup Advancing Agent and Notes Registrar);

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

(o)in no event shall the Trustee or Note Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or Note Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action;

(p)neither the Trustee nor the Note Administrator shall be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder; and

(q)in no event shall the Trustee or the Note Administrator be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond the Trustee’s or the Note Administrator’s control, as applicable, whether or not of the same class or kind as specifically named above.

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

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

Section 6.6Amounts 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

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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 6.7Compensation and Reimbursement. (a) The Issuer agrees:

(i)to pay the Trustee and Note Administrator on each Payment Date in accordance with the Priority of Payments reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee or note administrator of an express trust);

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

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

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

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

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

(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

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of Payments; providedthat 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 Section6.7 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; providedthat the Trustee and Note Administrator shall not be required to expend any funds or incur any expenses unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall affect the right of the Trustee and Note Administrator to collect amounts owed to it under this Indenture.

If on any Payment Date, an amount payable to the Trustee and Note Administrator pursuant to this Indenture is not paid because there are insufficient funds available for the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which sufficient funds are available therefor in accordance with the Priority of Payments.

Section 6.8Corporate Trustee Required; Eligibility. There shall at all times be a Trustee and a Note Administrator hereunder which shall be (i) a corporation, national bank, national banking association or trust company, organized and doing business under the laws of the United States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000 and subject to supervision or examination by federal or State authority or (ii) an institution insured by the Federal Deposit Insurance Corporation, that in the case of (i) or (ii), has long-term senior unsecured debt of at least “Baa1” by Moody’s and a rating by KBRA equivalent to at least a “Baa1” rating by Moody’s; providedthat if any such institution is not rated by KBRA, it maintain an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s)) (or such other lower rating as may be approved by the Rating Agencies from time to time) and having an office within the United States. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee or the Note Administrator shall cease to be eligible in accordance with the provisions of this Section 6.8, the Trustee or the Note Administrator, as applicable, shall resign immediately in the manner and with the effect hereinafter specified in this ARTICLE 6.

Section 6.9Resignation 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 Section6.10.

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(a)Each of the Trustee and the Note Administrator may resign at any time by giving written notice thereof to the Issuer, the Co‑Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Noteholders, the Note Administrator (in the case of the Trustee), the Trustee (in the case of the Note Administrator), and the Rating Agencies. Upon receiving such notice of resignation, the Issuer and the Co‑Issuer shall promptly appoint a successor trustee or trustees, or a successor Note Administrator, as the case may be, by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co‑Issuer, one copy of which shall be delivered to the Note Administrator or the Trustee so resigning and one copy to the successor Note Administrator, the Collateral Manager, Trustee or Trustees, together with a copy to each Noteholder, the Servicer, the parties hereto and the Rating Agencies; providedthat such successor Note Administrator and Trustee shall be appointed only upon the written consent of a Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders) or, at any time when an Event of Default shall have occurred and be continuing or when a successor Note Administrator and Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance by a successor Trustee or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days after the giving of such notice of resignation, the resigning Trustee or Note Administrator, as the case may be, the Controlling Class of Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee or a successor Note Administrator, as the case may be. No resignation or removal of the Note Administrator or the Trustee and no appointment of a successor Note Administrator or Trustee will become effective until the acceptance of appointment by the successor Note Administrator or Trustee, as applicable.

(b)The Note Administrator and Trustee may be removed at any time by Act of a Supermajority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders) or when a successor Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class, in each case, upon written notice delivered to the parties hereto.

(c)If at any time:

(i)the Trustee or the Note Administrator shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Issuer, the Co‑Issuer, or by any Holder; or

(ii)the Trustee or the Note Administrator shall become incapable of acting or there shall be instituted any proceeding pursuant to which it could be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or the Note Administrator or of its respective property shall be appointed or any public officer shall take charge or control of the Trustee or the Note Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case (subject to Section 6.9(a)), (a) the Issuer or the Co‑Issuer, by Issuer Order, may remove the Trustee or the Note Administrator, as applicable, or (b) subject to Section 5.15, a Majority of the Controlling Class or any Holder may, on behalf of himself and all others similarly

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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.

(d)If the Trustee or the Note Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee or the Note Administrator for any reason, the Issuer and the Co‑Issuer, by Issuer Order, subject to the written consent of the Collateral Manager, shall promptly appoint a successor Trustee or Note Administrator, as applicable, and the successor Trustee or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or the successor Note Administrator, as the case may be. If the Issuer and the Co‑Issuer shall fail to appoint a successor Trustee or Note Administrator within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee or Note Administrator may be appointed by Act of a Majority of the Controlling Class delivered to the Collateral Manager and the parties hereto, including the retiring Trustee or the retiring Note Administrator, as the case may be, and the successor Trustee or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or Note Administrator, as applicable, and supersede any successor Trustee or Note Administrator proposed by the Issuer and the Co‑Issuer. If no successor Trustee or Note Administrator shall have been so appointed by the Issuer and the Co‑Issuer or a Majority of the Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the Controlling Class or any Holder may, on behalf of itself or himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee or Note Administrator.

(e)The Issuer and the Co‑Issuer shall give prompt notice of each resignation and each removal of the Trustee or Note Administrator and each appointment of a successor Trustee or Note Administrator by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the Preferred Share Paying Agent, the Collateral Manager, the parties hereto, and to the Holders of the Notes as their names and addresses appear in the Notes Register. Each notice shall include the name of the successor Trustee or Note Administrator, as the case may be, and the address of its respective Corporate Trust Office. If the Issuer or the Co‑Issuer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee or Note Administrator, the successor Trustee or Note Administrator shall cause such notice to be given at the expense of the Issuer or the Co‑Issuer, as the case may be.

(f)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.

Section 6.10Acceptance of Appointment by Successor. Every successor Trustee or Note Administrator appointed hereunder shall execute, acknowledge and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee or the retiring Note Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments, the resignation or removal of the retiring Trustee or the retiring Note

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

No successor Trustee or successor Note Administrator shall accept its appointment unless (a) at the time of such acceptance such successor shall be qualified and eligible under this Article 6, (b) such successor shall have a long-term unsecured debt rating satisfying the requirements set forth in Section 6.8, and (c) the Rating Agency Condition is satisfied.

Section 6.11Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator. Any corporation or banking association into which the Trustee or the Note Administrator may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee or the Note Administrator, shall be a party, or any corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee or the Note Administrator, shall be the successor of the Trustee or the Note Administrator, as applicable, hereunder; providedthat 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 6.12Co-Trustees and Separate Trustee. At any time or times, including for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Issuer, the Co‑Issuer and the Trustee shall have power to appoint, one or more Persons to act as co-trustee jointly with the Trustee of all or any part of the Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.

Each of the Issuer and the Co‑Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-

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trustee. If the Issuer and the Co‑Issuer do not both join in such appointment within 15 days after the receipt by them of a request to do so, the Trustee shall have power to make such appointment on its own.

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

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

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

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

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

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

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

Section 6.13Direction 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 6.14Representations and Warranties of the Trustee. The Trustee represents and warrants for the benefit of the other parties to this Indenture and the parties to the Servicing Agreement that:

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

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

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

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

Section 6.15Representations 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,

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liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

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

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

Section 6.16Requests for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Mortgage Asset (before or after any default) or in the event any action is required to be taken in respect to an Asset Document, the Note Administrator shall promptly forward such notice to the Issuer, the Servicer and the Special Servicer. The Special Servicer shall take such action as required under the Servicing Agreement as described in Section 10.10(f) of this Indenture.

Section 6.17Withholding. (a) If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce the amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct from amounts otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required to be withheld or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate proceedings and legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time it is deducted or withheld by the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Note Administrator may in its sole discretion withhold such amounts in accordance with this Section 6.17. The Issuer and the Co‑Issuer agree to timely provide to the Trustee accurate and complete copies of all documentation received from Noteholders or payee pursuant to Sections 2.7(c) and 2.11(c) of this Indenture. Solely with respect to FATCA compliance and reporting, nothing herein shall impose an obligation on the part of the Note Administrator to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Notes.

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(a)For the avoidance of doubt, the Note Administrator shall reasonably cooperate with Issuer, at Issuer’s direction and expense, to permit Issuer to fulfill its obligations under FATCA (including Cayman FATCA legislation); providedthat the Note Administrator shall have no independent obligation to cause or maintain Issuer’s compliance with FATCA and shall have no liability for any withholding on payments to Issuer as a result of Issuer’s failure to achieve or maintain FATCA compliance.

ARTICLE 7COVENANTS

Section 7.1Payment of Principal and Interest. The Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with the terms of this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer and the Co‑Issuer, with respect to the Offered Notes and by the Issuer, with respect to the Class F Notes, the Class G Notes and the Preferred Shares for all purposes of this Indenture.

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

Section 7.2Maintenance of Office or Agency. The Co‑Issuers, with respect to the Offered Notes, and the Issuer, with respect to the Class F Notes and the Class G Notes, hereby appoint the Note Administrator as a Paying Agent for the payment of principal of and interest on the Notes and where Notes may be surrendered for registration of transfer or exchange and the Issuer hereby appoints Corporation Service Company in New York, New York, as its agent where notices and demands to or upon the Co‑Issuer in respect of the Offered Notes or this Indenture, or the Issuer in respect of the Notes or this Indenture, may be served.

The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that the Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction which subjects payments on the Notes to withholding tax. The Issuer shall give prompt written notice to the Trustee, the Note Administrator, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency.

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If at any time the Issuer shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States, or shall fail to furnish the Trustee and the Note Administrator with the address thereof, presentations and surrenders may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Issuer and Co‑Issuer and Notes may be presented and surrendered for payment to the appropriate Paying Agent at its main office and the Issuer and the Co‑Issuer hereby appoint the same as their agent to receive such respective presentations, surrenders, notices and demands.

Section 7.3Amounts for Note Payments to be Held in Trust. (a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made, with respect to the Offered Notes, on behalf of the Issuer and the Co‑Issuer, or, with respect to the Class F Notes and the Class G Notes, on behalf of the Issuer by the Note Administrator or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes.

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

Whenever the Paying Agent is not also the Note Administrator, the Issuer, the Co‑Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Note Administrator to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due pursuant to the terms of this Indenture (to the extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Note Administrator) the Issuer and the Co‑Issuer shall promptly notify the Note Administrator of its action or failure so to act. Any amounts deposited with a Paying Agent (other than the Note Administrator) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Note Administrator for application in accordance with ARTICLE 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer, the Co‑Issuer or any Permitted Subsidiary for the nonpayment to the Paying Agent of any amounts payable thereto until at least one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture.

The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co‑Issuer and at the sole cost and expense (including such Paying Agent’s fee) of the Issuer and

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

(i)allocate all sums received for payment to the Holders of Notes in accordance with the terms of this Indenture;

(ii)hold all sums held by it for the payment of amounts due with respect to the Notes for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

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

(iv)if such Paying Agent is not the Note Administrator, immediately give the Note Administrator notice of any Default by the Issuer or the Co‑Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and

(v)if such Paying Agent is not the Note Administrator at any time during the continuance of any such Default, upon the written request of the Note Administrator, forthwith pay to the Note Administrator all sums so held by such Paying Agent.

The Issuer or the Co‑Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct the Paying Agent to pay, to the Note Administrator all sums held by the Issuer or the Co‑Issuer or held by the Paying Agent for payment of the Notes, such sums to be held by the Note Administrator in trust for the same Noteholders as those upon which such sums were held by the Issuer, the Co‑Issuer or the Paying Agent; and, upon such payment by the Paying Agent to the Note Administrator, the Paying Agent shall be released from all further liability with respect to such amounts.

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Except as otherwise required by applicable law, any amounts deposited with the Note Administrator in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer on request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts and all liability of the Note Administrator or the Paying Agent with respect to such amounts (but only to the extent of the amounts so paid to the Issuer or the Co‑Issuer, as applicable) shall thereupon cease. The Note Administrator or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer or the Co‑Issuer, as the case may be, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed is determinable from the records of the Paying Agent, at the last address of record of each such Holder.

Section 7.4Existence of the Issuer and Co‑Issuer. (a) So long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as an exempted company incorporated with limited liability under the laws of the Cayman Islands and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of the Collateral; providedthat the Issuer shall be entitled to change its jurisdiction of registration from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) such change is not disadvantageous in any material respect to the Holders of the Notes or the Preferred Shares, (ii) it delivers written notice of such change to the Note Administrator for delivery to the Holders of the Notes or Preferred Shares, the Preferred Share Paying Agent and the Rating Agencies and (iii) on or prior to the fifteenth (15th) Business Day following delivery of such notice by the Note Administrator to the Noteholders, the Note Administrator shall not have received written notice from a Majority of the Controlling Class or a Majority of Preferred Shareholders objecting to such change. So long as any Rated Notes are Outstanding, the Issuer will maintain at all times at least one director who is Independent of the Collateral Manager and its Affiliates.

(a)So long as any Note is Outstanding, the Co‑Issuer shall maintain in full force and effect its existence and rights as a limited liability company organized under the laws of Delaware and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture or the Notes; provided, however, that the Co‑Issuer shall be entitled to change its jurisdiction of formation from Delaware to any other jurisdiction reasonably selected by the Co‑Issuer so long as (i) such change is not disadvantageous in any material respect to the Holders of the Notes, (ii) it delivers written notice of such change to the Note Administrator for delivery to the Holders of the Notes and the Rating Agencies and (iii) on or prior to the fifteenth (15th) Business Day following such delivery of such notice by the Note Administrator to the Noteholders, the Note Administrator shall not have received written notice from a Majority of the Controlling Class objecting to such change. So long as any Rated Notes are Outstanding, the

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Co‑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 corporate or other formalities regarding its existence are followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is Outstanding, the Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence being ignored or its Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is Outstanding, (i) the Issuer shall (A) pay its own liabilities only out of its own funds and (B) use separate stationery, invoices and checks, (C) hold itself out and identify itself as a separate and distinct entity under its own name; (D) not commingle its assets with assets of any other Person; (E) hold title to its assets in its own name; (F) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Issuer’s assets may be included in a consolidated financial statement of its Affiliate; providedthat (1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Issuer from such Affiliate and to indicate that the Issuer’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the Issuer’s own balance sheet; (G) not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others; (H) allocate fairly and reasonably any overhead expenses, including for shared office space; (I) not have its obligations guaranteed by any Affiliate; (J) not pledge its assets to secure the obligations of any other Person; (K) correct any known misunderstanding regarding its separate identity; (L) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (M) not acquire any securities of any Affiliate of the Issuer; and (N) not own any asset or property other than property arising out of the actions permitted to be performed under the Transaction Documents; and (ii) the Issuer shall not (A) have any subsidiaries (other than a Permitted Subsidiary and, in the case of the Issuer, the Co‑Issuer); (B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under the Transaction Documents; (C) engage in any transaction with any shareholder that is not permitted under the terms of the Servicing Agreement; (D) pay dividends other than in accordance with the terms of this Indenture, its governing documents and the Preferred Share Paying Agency Agreement; (E) conduct business under an assumed name (i.e., no “DBAs”); (F) incur, create or assume any indebtedness other than as expressly permitted under the Transaction Documents; (G) enter into any contract or agreement with any of its Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions; providedthat the foregoing shall not prohibit the Issuer from entering into the transactions contemplated by the Company Administration Agreement with the Company Administrator, the Preferred Share Paying Agency Agreement with the Share Registrar and any other agreement contemplated or permitted

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by the Servicing Agreement or this Indenture; (H) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Issuer may invest in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; and (I) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents.

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

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

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

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

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

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

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

(vi)pursuant to 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(d), at the expense of the Issuer, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made).

(b)Neither the Trustee nor the Note Administrator shall (except in accordance with Section 10.12(a), Section 10.12(b) or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or permit the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.

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

(d)For so long as the Notes are Outstanding, on or about May 2023 and every 60 months thereafter, the Issuer (or the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for the benefit of the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant to Section 3.1(d)).

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Section 7.6Notice of Any Amendments. Each of the Issuer and the Co‑Issuer shall give notice to the 17g-5 Information Provider of, and satisfy the Rating Agency Condition with respect to, any amendments to its Governing Documents.

Section 7.7Performance of Obligations. (a) Each of the Issuer and the Co‑Issuer shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s covenants or obligations under any Instrument included in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Mortgage Asset in accordance with the provisions hereof and as otherwise required hereby.

(a)The Issuer or the Co‑Issuer may, with the prior written consent of the Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders), contract with other Persons, including the Servicer, the Special Servicer, the Note Administrator, the Collateral Manager or the Trustee, for the performance of actions and obligations to be performed by the Issuer or the Co‑Issuer, as the case may be, hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral of the nature set forth in this Indenture. Notwithstanding any such arrangement, the Issuer or the Co‑Issuer, as the case may be, shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Issuer or the Co‑Issuer; and the Issuer or the Co‑Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer, the Special Servicer, the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in this Indenture or such other agreement.

(b)Unless the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Mortgage Asset except upon the sale or other liquidation of such Mortgage Asset in accordance with the terms and conditions of this Indenture.

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

Section 7.8Negative Covenants. (a) The Issuer and the Co‑Issuer shall not:

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

(ii)claim any credit on, make any deduction from, or dispute the enforceability of, the payment of the principal or interest payable in respect of the Notes (other than amounts required to be paid, deducted or withheld in accordance with any applicable law or regulation

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of any governmental authority) or assert any claim against any present or future Noteholder by reason of the payment of any taxes levied or assessed upon any part of the Collateral;

(iii)(A) incur or assume or guarantee any indebtedness, other than the Notes and this Indenture and the transactions contemplated hereby; (B) issue any additional class of securities, other than the Notes, the Preferred Shares, the ordinary shares of the Issuer and the limited liability company membership interests of the Co‑Issuer; or (C) issue any additional shares of stock, other than the ordinary shares of the Issuer and the Preferred Shares;

(iv)(A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Indenture or the Notes, except as may be expressly permitted hereby; (B) permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, except as may be expressly permitted hereby; or (C) take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in the Collateral, except as may be expressly permitted hereby;

(v)amend the Servicing Agreement, except pursuant to the terms thereof;

(vi)amend the Preferred Share Paying Agency Agreement, except pursuant to the terms thereof;

(vii)to the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;

(viii)make or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this Indenture and, in the case of the Issuer, the Preferred Share Paying Agency Agreement;

(ix)become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under any lease, hire any employees or pay any dividends to its shareholders, except with respect to the Preferred Shares in accordance with the Priority of Payments;

(x)maintain any bank accounts other than the Accounts and any bank account in the Cayman Islands in which (inter alia) the proceeds of the Issuer’s issued share capital and the transaction fees paid to the Issuer for agreeing to issue the Securities will be kept;

(xi)conduct business under an assumed name, or change its name without first delivering at least 30 days’ prior written notice to the Trustee, the Note Administrator, the Noteholders and the Rating Agencies and an Opinion of Counsel to the effect that such name

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change will not adversely affect the security interest hereunder of the Trustee or the Secured Parties;

(xii)take any action that would result in it failing to qualify as a Qualified REIT Subsidiary of BSPRT for federal income tax purposes (including, but not limited to, an election to treat the Issuer as a “taxable REIT subsidiary,” as defined in Section 856(l) of the Code), unless (A) based on an Opinion of Counsel of Cadwalader, Wickersham & Taft LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated as a Qualified REIT Subsidiary of a REIT other than BSPRT, or (B) based on an Opinion of Counsel of Cadwalader, Wickersham & Taft LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes;

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

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

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

(c)The Co‑Issuer shall not invest any of its Collateral in “securities” (as such term is defined in the 1940 Act) and shall keep all of the Co‑Issuer’s Collateral in Cash.

(d)For so long as any of the Notes are Outstanding, the Co‑Issuer shall not issue any limited liability company membership interests of the Co‑Issuer to any Person other than BSPRT or a wholly-owned subsidiary of BSPRT.

(e)The Issuer shall not enter into any material new agreements (other than the Mortgage Asset Purchase Agreement or other agreement contemplated by this Indenture) (including, without limitation, in connection with the sale of Collateral by the Issuer) without the prior written consent of the Holders of at least a Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders) and shall provide notice of all new agreements (other than the Mortgage Asset 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; providedthat (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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(f)As long as any Note is Outstanding, the Advancing Agent shall cause BSPRT Holder to not transfer (whether by means of actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledge or hypothecate any retained or repurchased Notes, the Preferred Shares or ordinary shares of the Issuer to any other Person (except to an affiliate that is wholly-owned by BSPRT or a subsequent REIT and is disregarded as a separate entity for U.S. federal income tax purposes of such REIT) unless the Issuer receives a No Entity-Level Tax Opinion, or has previously received a No Trade or Business Opinion.

Section 7.9Statement as to Compliance. On or before January 31, in each calendar year, commencing in 2019 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 7.10Issuer and Co‑Issuer May Consolidate or Merge Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral to any Person, unless permitted by the Governing Documents and Cayman Islands law and unless:

(i)the Issuer shall be the surviving entity, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall be an entity organized and existing under the laws of the Cayman Islands or such other jurisdiction approved by a Majority of each and every Class of the Notes (each voting as a separate Class), and a Majority of Preferred Shareholders; providedthat no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of registration pursuant to Section 7.4 hereof; and provided, further, that the surviving entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and under the Servicing Agreement and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the part of the Issuer to be performed or observed, all as provided herein;

(ii)the Rating Agency Condition shall be satisfied;

(iii)if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall have agreed with the Trustee and the Note Administrator (A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any of its Affiliates as are applicable to the Issuer with respect to its Affiliates and (B) not to consolidate or merge with

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or into any other Person or transfer or convey all or substantially all of the Collateral or all or substantially all of its Collateral to any other Person except in accordance with the provisions of this Section 7.10, unless in connection with a sale of the Collateral pursuant to Article 5, Article 9 or Article 12;

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

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

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

(vii)the Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters that the Issuer or the Person referred to in clause (a) either will (a) be treated as a Qualified REIT Subsidiary or (b) be treated as a foreign corporation not engaged in a U.S.

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trade or business or otherwise not subject to U.S. federal income tax on a net income tax basis;

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

(ix)after giving effect to such transaction, the Issuer shall not be required to register as an investment company under the 1940 Act.

(b)The Co‑Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral to any Person, unless no Notes remain Outstanding or:

(i)the Co‑Issuer shall be the surviving entity, or the Person (if other than the Co‑Issuer) formed by such consolidation or into which the Co‑Issuer is merged or to which all or substantially all of the Collateral of the Co‑Issuer are transferred shall be a company organized and existing under the laws of Delaware or such other jurisdiction approved by a Majority of the Controlling Class; providedthat no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of formation pursuant to Section 7.4; and provided, further, that the surviving entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and punctual payment of the principal of and interest on all Notes and the performance and observance of every covenant of this Indenture on the part of the Co‑Issuer to be performed or observed, all as provided herein;

(ii)the Rating Agency Condition has been satisfied;

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

(iv)if the Co‑Issuer is not the surviving entity, the Person formed by such consolidation or into which the Co‑Issuer is merged or to which all or substantially all of the Collateral of the Co‑Issuer are transferred shall have delivered to the Trustee, the Note Administrator and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and

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authority to assume the obligations set forth in Section 7.10(b)(i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); such other matters as the Trustee, the Note Administrator or any Noteholder may reasonably require;

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

(vi)the Co‑Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7 provided for relating to such transaction have been complied with and that no adverse tax consequences will result therefrom to the Holders of the Notes or the Preferred Shareholders; and

(vii)after giving effect to such transaction, the Co‑Issuer shall not be required to register as an investment company under the 1940 Act.

Section 7.11Successor Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the Collateral of the Issuer or the Co‑Issuer, in accordance with Section 7.10 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer or the Co‑Issuer), or the Person to which such consolidation, merger, transfer or conveyance is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Co‑Issuer, as the case may be, under this Indenture with the same effect as if such Person had been named as the Issuer or the Co‑Issuer, as the case may be, herein. In the event of any such consolidation, merger, transfer or conveyance, the Person named as the “Issuer” or the “Co‑Issuer” in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Article 7 may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from its obligations under this Indenture.

Section 7.12No Other Business. The Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this Indenture and any supplements thereto, issuing its ordinary shares and issuing and selling the Preferred Shares in accordance with its Governing Documents, and acquiring, owning, holding, disposing of and pledging the Collateral in connection with the Notes and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Co‑Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this

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Indenture and any supplements thereto and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

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

Section 7.14Calculation Agent. (a) The Issuer and the Co‑Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate LIBOR in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer and the Co‑Issuer initially have appointed the Note Administrator as Calculation Agent for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co‑Issuer, the 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 in respect of any Interest Accrual Period, the Issuer and the Co‑Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent or a Majority of the Holders of the Notes, on behalf of himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent.

(a)The Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking Day

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immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual Period and will communicate such information to the Note Administrator, who shall include such calculation on the next Monthly Report following such LIBOR Determination Date. The Calculation Agent shall notify the Issuer, the Co‑Issuer and the Collateral Manager before 5:00 p.m. (New York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Note Interest Rates and the related Interest Distribution Amounts, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Section 7.15REIT Status. (a) BSPRT and any subsequent REIT shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary of BSPRT or a subsequent REIT, as applicable, for federal income tax purposes, unless (A) based on an Opinion of Counsel, the Issuer will be treated as a Qualified REIT Subsidiary of a REIT other than BSPRT or a subsequent REIT, as applicable, or (B) based on an Opinion of Counsel, the Issuer will be treated as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes.

(a)Without limiting the generality of this Section 7.15, if the Issuer is no longer a Qualified REIT Subsidiary, prior to the time that:

(i)any Mortgage Asset would cause the Issuer to be treated as engaged in a trade or business in the United States or to become subject to U.S. federal tax on a net income basis;

(ii)the Issuer would acquire or receive any asset in connection with a workout or restructuring of a Mortgage Asset that could cause the Issuer to be treated as engaged in a trade or business in the United States or to become subject to U.S. federal tax on a net income basis;

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

(iv)any Mortgage Loan is modified in such a manner that could cause the Issuer to be treated as engaged in a trade or business in the United States or to become subject to U.S. federal tax on a net income basis,

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

(b)At the direction of 100% of the Preferred Shareholders (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), the Issuer may operate as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes; providedthat (i) the Issuer receives a No Entity-Level Tax Opinion; (ii) this

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Indenture and the Servicing Agreement, as applicable, are amended or supplemented (A) to adopt written tax guidelines governing the Issuer’s origination, acquisition, disposition and modification of Mortgage Loans designed to prevent the Issuer from being treated as engaged in a trade or business in the United States for U.S. federal income tax purposes, (B) to form one or more “grantor trusts” to the hold Mortgage Loans and (C) to implement any other provisions deemed necessary (as determined by the tax counsel providing the opinion) to prevent the Issuer from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise becoming subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (iii) the Preferred Shareholder shall pay the administrative and other costs related to the Issuer converting from a Qualified REIT Subsidiary to operating as a foreign corporation, including the costs of any opinions and amendments; and (iv) the Preferred Shareholder agrees to pay any ongoing expenses related to the Issuer’s status as a foreign corporation not engaged in a trade or business in the United States for U.S. federal income tax purposes, including but not limited to U.S. federal income tax filings required by the Issuer, the “grantor trusts” or any taxable subsidiaries or required under FATCA.

Section 7.16Permitted Subsidiaries. Notwithstanding any other provision of this Indenture, the Collateral Manager on behalf of the Issuer shall, following delivery of an Issuer Order to the parties hereto, be permitted to sell or transfer to a Permitted Subsidiary at any time any Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary (or for an increase in the value of equity interests already owned). Such Issuer Order shall certify that the sale of a Sensitive Asset is being made in accordance with satisfaction of all requirements of this Indenture. The Custodian shall, upon receipt of a Request for Release with respect to a Sensitive Asset, release such Sensitive Asset and shall deliver such Sensitive Asset as specified in such Request for Release. The following provisions shall apply to all Sensitive Asset and Permitted Subsidiaries:

(a)For all purposes under this Indenture, any Sensitive Asset transferred to a Permitted Subsidiary shall be treated as if it were an asset owned directly by the Issuer.

(b)Any distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal Proceeds to the same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received directly by the Issuer and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned by such Permitted Subsidiary to be deposited into the Payment Account.

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

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

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(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 7.17Repurchase 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 Mortgage Asset be repurchased or replaced arising from any Material Breach of a representation or warranty made with respect to such Mortgage Asset or any Material Document Defect (any such request or demand, a “Repurchase Request”) or a withdrawal of a Repurchase Request from any Person other than the Servicer or Special Servicer, then 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 Mortgage Loan) or Special Servicer, and include the following statement in the related correspondence: “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under Section 3.19 of the Servicing Agreement relating to BSPRT 2018-FL4 Issuer, Ltd. and BSPRT 2018-FL4 Co‑Issuer, LLC, requiring action from you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a Repurchase Request by the Collateral Manager, the Servicer or Special Servicer pursuant to the prior sentence, the Servicer or the Special Servicer, as applicable, shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, and shall be responsible for complying with the procedures set forth in Section 3.19 of the Servicing Agreement with respect to such Repurchase Request.

Section 7.18Purchase of Ramp-Up Mortgage Assets. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, prior to the Ramp-Up Completion Date, use commercially reasonable efforts to apply amounts on deposit in the Unused Proceeds Account to purchase Ramp-Up Mortgage Assets in accordance with Section 10.4(d) (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Indenture) for inclusion in the Collateral upon receipt by the Trustee of an Issuer Order or trade confirmation executed by the Issuer (or the Collateral Manager on behalf of the Issuer) with respect thereto directing the Trustee to pay out the amount specified therein against delivery of the Ramp-Up Mortgage Assets specified therein and a certificate of an Authorized Officer of the Issuer (or the Collateral Manager) (which certification shall be deemed to be made upon delivery of a trade confirmation or Issuer Order), dated as of the trade date, and delivered to the Trustee on or prior to the date of such purchase and Grant, to the effect that after giving effect to such purchase and Grant of the Ramp-Up Mortgage Assets, the Eligibility Criteria are met with respect to the Ramp-Up Mortgage Assets purchased. Any Ramp-Up Mortgage Asset acquired during the Ramp-Up Acquisition Period shall satisfy the applicable Eligibility Criteria and may be acquired so long as no Event of Default shall have occurred and be continuing.

Section 7.19Ramp-Up Completion Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee, Note Administrator and

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the Rating Agencies on the Ramp-Up Completion Date an amended Schedule A listing all Mortgage Assets granted to the Trustee pursuant to Section 7.18 on or before the Ramp-Up Completion Date and included in the Collateral on the Ramp-Up Completion Date, which schedule shall supersede any prior Schedule A delivered to the Trustee.

(a)Within 30 Business Days after the Ramp-Up Completion Date, the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide to the Rating Agencies, the Note Administrator and the Trustee, the following documents: (A) a report of the Note Administrator (x) confirming the name of the borrower, the unpaid Principal Balance, coupon and maturity date with respect to each Ramp-Up Mortgage Asset owned by the Issuer as of the Ramp-Up Completion Date, and (y) confirming that, as of the Ramp-Up Completion Date, the Note Protection Tests were satisfied (the “Ramp-Up Completion Date Report”) and (B) an unqualified certificate of the Collateral Manager on behalf of the Issuer (x) certifying as to the satisfaction of the items set forth in clause (A) above and (y) certifying that each Ramp-Up Mortgage Asset satisfied all of the Eligibility Criteria applicable to Ramp-Up Mortgage Assets. If the Note Administrator delivers a report that meets the requirements set forth in clause (A) and the Collateral Manager delivers a certificate that meets the requirements set forth in clause (B), then a confirmation from Moody’s of the ratings assigned by Moody’s to the Notes on the Closing Date will be deemed to have been provided. If, within such 30 Business Day period the Issuer, or the Collateral Manager on behalf of the Issuer, (1) fails to provide the items described in foregoing clauses (A) and (B), or (2) any rating assigned by Moody’s as of the Closing Date to any Class of Notes has been downgraded or withdrawn or KBRA does not provide a No Downgrade Confirmation with respect to the ratings assigned by KBRA as of the Closing Date for any Class of Notes on or before the later of the 30th Business Day after the Ramp-Up Completion Date and the 10th Business Day following the receipt by KBRA of the items described in the foregoing clauses (A) and (B), a “Rating Confirmation Failure” shall occur; providedthat Issuer Parent or an Issuer Parent Disregarded Entity may contribute additional Cash, Eligible Investments and/or Mortgage Assets to the Issuer in accordance with Section 12.2(c) of this Agreement, for purposes of avoiding a Rating Confirmation Failure. For the avoidance of doubt, the Collateral Manager’s certificate described in the foregoing clause (B) shall not include the Accountants’ Report.

Section 7.20Servicing of Mortgage Loans and Control of Servicing Decisions. The Mortgage Loans will be serviced by the Servicer or, with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case pursuant to the Servicing Agreement, subject to the consultation, consent and direction rights of the Collateral Manager, as set forth in the Servicing Agreement, subject to those conditions, restrictions or termination events expressly provided therein. Nothing in this Indenture shall be interpreted to limit in any respect the rights of the Collateral Manager under the Servicing Agreement and none of the Issuer, Co‑Issuer, Note Administrator and Trustee shall take any action under the Indenture inconsistent with the Collateral Manager’s rights set forth under the Servicing Agreement.

Section 7.21ABS Due Diligence Services. If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party may have provided with respect to the Mortgage Assets (any such party, a “Due Diligence Service Provider”), such receiving party shall promptly forward such Form

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ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof.

ARTICLE 8SUPPLEMENTAL INDENTURES

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

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

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

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

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

(v)correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture;

(vi)modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co‑Issuer to rely upon any exemption or exclusion from registration under the Securities Act, the Exchange Act or the 1940 Act (including, without

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limitation, (A) to prevent any Class of Notes from being considered an “ownership interest” under the Section 619 of Dodd-Frank (such statutory provision together with such implementing regulations, the “Volcker Rule”) or (B) to prevent the Issuer or the Co‑Issuer from being considered a “covered fund” under the Volcker Rule) or to remove restrictions on resale and transfer to the extent not required thereunder;

(vii)accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise;

(viii)take any action commercially reasonably necessary or advisable as required for the Issuer to comply with the requirements of FATCA (or the Cayman FATCA Legislation); or to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from otherwise being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or from otherwise being subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis;

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

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

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

(xii)evidence changes to applicable laws and regulations;

(xiii)to modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event of such amendment or repeal; providedthat the Trustee has received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules;

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

(xv)modify the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager determines that the

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commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel;

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

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

(xviii)make any change to any other provisions with respect to matters or questions arising under this Indenture; providedthat 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 Trustee shall not enter into any such supplemental indenture unless the Trustee and the Note Administrator have received, in addition to such other requirements under the Indenture, a No Trade or Business Opinion.

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

(b)Notwithstanding Section 8.1(a) or any other provision of this Indenture, without prior notice to, and without the consent of the Holders of any Notes or any Preferred Shareholders,

(i)the Issuer, the Co‑Issuer, when authorized by Board Resolutions of the Co‑Issuers, the Trustee, the Advancing Agent and the Note Administrator, may enter into

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one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Note Administrator, for any of the following purposes:

(1)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; and

(3)to conform this Indenture to any Rating Agency Test Modification.

(ii)at the direction of the Collateral Manager, the Issuer, the Co‑Issuer, the Note Administrator, the Advancing Agent shall, and the Trustee may, also enter into a supplemental indenture to provide for the Notes of each Class to bear interest based on an alternative base rate other than LIBOR from and after a Payment Date specified in such supplemental indenture and to make other amendments to effectuate such change (including any applicable spread adjustments on the Notes); providedthat no such supplemental indenture shall become effective unless there shall have occurred (i) satisfaction of the Rating Agency Condition with respect thereto and, (ii) unless the alternative base rate is the Designated Successor Benchmark Rate, approval by a majority of each Class of outstanding Notes, following delivery to each Noteholder of not less than 60 days prior notice of such supplemental indenture. For purposes of the foregoing, absence of objection by a 50% or more in outstanding principal amount of any Class of Notes for a period of 60 days following delivery to it of such prior notice shall be deemed, for all purposes of the Indenture, to constitute consent by a majority or more of such Class of Noteholders. “Designated Successor Benchmark Rate” means an industry benchmark rate that the Collateral Manager certifies to the Trustee is comparable to LIBOR and generally accepted in the financial markets as the sole or predominant replacement benchmark to LIBOR.

Section 8.2Supplemental Indentures with Consent of Securityholders. Except as set forth below, the Note Administrator, the Trustee, the Advancing Agent and the Co‑Issuers may enter into one or more indentures supplemental hereto to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class of Notes or the Preferred Shares under this Indenture only (x) with the written consent of the Holders of at least a Majority in Aggregate Outstanding Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned by the Collateral Manager or any of its Affiliates) and the Holder of the Preferred Shares if materially and adversely affected thereby, by Act of said Securityholders delivered to the Trustee, the Note Administrator, the Advancing Agent and the Co‑Issuers, and (y) subject to satisfaction of the Rating Agency Condition, notice of which may be in electronic form. The Note Administrator shall provide (x) fifteen (15) Business Days’ notice of such change to the Holders of each Class of Notes and the Holder of the Preferred Shares, requesting notification by such Noteholders and Holders of the Preferred Shares if any such Noteholders or Holders of the Preferred Shares would be materially and adversely affected by the proposed supplemental indenture and (y) following such initial fifteen (15) Business Day period, the Note Administrator shall provide an additional fifteen (15) Business Days’ notice to any holder of Notes or Preferred Shares that did not respond to the initial notice.

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Unless the Note Administrator is notified (after giving such initial fifteen (15) Business Days’ notice and a second fifteen (15) Business Days’ notice, as applicable) by Holders of at least a Majority in Aggregate Outstanding Amount (excluding any Notes held by the Collateral Manager or its Affiliates or by any accounts managed by them) of the Notes of any Class that such Class of Notes or a Majority of Preferred Shareholders will be materially and adversely affected by the proposed supplemental indenture (and upon receipt of an Officer’s Certificate of the Collateral Manager), the interests of such Class and the interests of the Preferred Shares will be deemed not to be materially and adversely affected by such proposed supplemental indenture and the Trustee will be permitted to enter into such supplemental indenture. Such determinations shall be conclusive and binding on all present and future Noteholders. The consent of the Holders of the Preferred Shares shall be binding on all present and future Holders of the Preferred Shares.

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

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

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

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

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

(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;

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

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

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

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

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

The Trustee and Note Administrator shall be entitled to rely upon an Officer’s Certificate of the Issuer (or the Collateral Manager on its behalf) in determining whether or not the Holders of Securities would be materially or adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee nor the Note Administrator shall be liable for any such determination made in good faith.

Section 8.3Execution of Supplemental Indentures. In executing or accepting the additional trusts created by any supplemental indenture permitted by this ARTICLE 8 or the modifications thereby of the trusts created by this Indenture, the Note Administrator and Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Note Administrator and Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Servicer and Special Servicer will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Servicer or Special Servicer adversely affect the Servicer or Special Servicer, the Servicer or Special Servicer, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such amendment to become effective) unless the Servicer or Special Servicer, as applicable, gives written consent to the Note Administrator, the Trustee and the Issuer to such amendment. The Issuer, the Trustee

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and the Note Administrator shall give written notice to the Servicer and Special Servicer of any amendment made to this Indenture pursuant to its terms. In addition, the Servicer or Special Servicer’s written consent shall be required prior to any amendment to this Indenture by which it is adversely affected.

The Collateral Manager will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Collateral Manager adversely affect the Collateral Manager, the Collateral Manager, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such amendment to become effective) unless the Collateral Manager, as applicable, gives written consent to the Note Administrator, the Trustee and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator shall give written notice to the Collateral Manager of any amendment made to this Indenture pursuant to its terms. In addition, the Collateral Manager’s written consent shall be required prior to any amendment to this Indenture by which it is adversely affected.

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

The Trustee shall not enter into any such supplemental indenture (i) if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent, and (ii) unless the Trustee and the Note Administrator has received a No Entity-Level Tax Opinion from Cadwalader, Wickersham & Taft LLP or other nationally recognized U.S. tax counsel experienced in such matters. The Trustee and the Note Administrator shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded to the Trustee and Note Administrator certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee nor the Note Administrator shall be liable for any such determination made in good faith and in reliance upon such Opinion of Counsel, as the case may be.

It shall not be necessary for any Act of Securityholders under this Section 8.3 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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Promptly after the execution by the Issuer, the Co‑Issuer, the Note Administrator and the Trustee of any supplemental indenture pursuant to this Section 8.3, the Note Administrator, at the expense of the Issuer, shall mail to the Securityholders, the Preferred Share Paying Agent, the Servicer, the Special Servicer and, so long as the Notes are Outstanding and so rated, the Rating Agencies a copy thereof based on an outstanding rating. Any failure of the Trustee and the Note Administrator to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 8.4Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 8, this Indenture shall be modified in accordance therewith, such supplemental indenture shall form a part of this Indenture for all purposes and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder, and every Holder of Preferred Shares, shall be bound thereby.

Section 8.5Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if required by the Note Administrator shall, bear a notice in form approved by the Note Administrator as to any matter provided for in such supplemental indenture. If the Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, shall so determine, new Notes, so modified as to conform in the opinion of the Note Administrator and the Issuer and the Co‑Issuer to any such supplemental indenture, may be prepared and executed by the Issuer and the Co‑Issuer and authenticated and delivered by the Note Administrator in exchange for Outstanding Notes. Notwithstanding the foregoing, any Note authenticated and delivered hereunder shall be subject to the terms and provisions of this Indenture, and any supplemental indenture.

ARTICLE 9REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES

Section 9.1Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption. (a) The Notes may be redeemed by the Issuer and, as applicable, the Co‑Issuer, and the Preferred Shares may be redeemed by the Issuer, at the option of and at the direction of the Collateral Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date; providedthat the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.

(a)The Notes and the Preferred Shares shall be redeemable by the Issuer and the Co‑Issuer, as applicable, in whole but not in part, at the written direction of a Majority of Preferred Shareholders delivered to the Issuer, the Note Administrator and the Preferred Share Paying Agent, on the Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”);providedthat the funds available to be used for such Tax Redemption will be

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sufficient to pay the Total Redemption Price. Upon the receipt of such written direction of a Tax Redemption, the Note Administrator shall provide written notice thereof to the Securityholders and the Rating Agencies.

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

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

(c)The Notes and the Preferred Shares shall be redeemable by the Issuer and Co‑Issuer, as applicable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date occurring in January, April, July or October in each year, beginning on the Payment Date occurring in October 2028, upon the occurrence of a Successful Auction and pursuant to the procedures set forth in the Servicing Agreement (such redemption, an “Auction Call Redemption”). An Auction Call Redemption may only occur on a Payment Date in January, April, July or October in accordance with the requirements set forth in Exhibit M hereto.

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

(e)A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) (A) at least three (3) Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the Trustee and the Note Administrator evidence (in a form reasonably satisfactory to the Trustee and the Note Administrator) that the Collateral Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Moody’s and

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

Section 9.2Notice of Redemption. (a) In connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant to Section 9.1(b), an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to Section 9.1(d), the Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed Redemption Date. The Note Administrator shall deliver to the Rating Agencies any notice received by it from the Issuer or the Special Servicer of such proposed Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the Redemption Price of such Notes in accordance with Section 9.1. The Redemption Price shall be determined no earlier than sixty (60) days prior to the proposed Redemption Date.

(a)Any such notice of an Optional Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer and the Co‑Issuer at the direction of the Collateral Manager up to the Business Day prior to the scheduled Redemption Date by written notice to the Note Administrator, the Trustee, the Preferred Share Paying Agent, the Servicer, the Special Servicer and each Holder of Notes to be redeemed, and the Collateral Manager (only if the Collateral Manager is unable to deliver the sale agreement or agreements or certifications referred to in Section 9.1(e), as the case may be). The failure of any Optional Redemption, Clean-up Call or Tax Redemption that is withdrawn in accordance with this Indenture shall not constitute an Event of Default.

Section 9.3Notice of Redemption or Maturity. Notice of redemption (or a withdrawal thereof) or Clean-up Call pursuant to Section 9.1 or the Maturity of any Notes shall be given by first class mail, postage prepaid, mailed not less than ten (10) Business Days (or one (1) Business Day (or promptly thereafter upon receipt of written notice, if later) where the notice of an Optional Redemption, a Clean-up Call or a Tax Redemption is withdrawn pursuant to Section 9.2(b)) prior to the applicable Redemption Date or Maturity, to the Trustee, the Servicer, the Special Servicer,

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the Preferred Share Paying Agent, the Rating Agencies, and each Holder of Securities to be redeemed, at its address in the Notes Register.

All notices of redemption shall state:

(a)the applicable Redemption Date;

(b)the applicable Redemption Price;

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

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

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

Section 9.4Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer shall Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to bear interest on the Redemption Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided, however, that if there is delivered to the Issuer, the Co‑Issuer, the Note Administrator and the Trustee such security or indemnity as may be required by them to hold each of them harmless and an undertaking thereafter to surrender such Note, then, in the absence of notice to the Issuer, the Note Administrator and the Trustee that the applicable Note has been acquired by a bona fide purchaser, such final payment shall be made without presentation or surrender. Payments of interest on Notes of a Class to be so redeemed whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(g).

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

Section 9.5Mandatory 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)(11) and, to the extent necessary after application of Interest Proceeds, Principal Proceeds pursuant to Section

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11.1(a)(ii)(1), in an amount necessary, and only to the extent necessary, for the Note Protection Tests to be satisfied. On or promptly after such Mandatory Redemption, the Issuer shall certify or cause to be certified to the Rating Agencies and the Note Administrator whether the Note Protection Tests have been satisfied.

ARTICLE 10ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1Collection of Amounts; Custodial Account. (a) Except as otherwise expressly provided herein, the Note Administrator may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all amounts and other property payable to or receivable by the Note Administrator pursuant to this Indenture, including all payments due on the Collateral in accordance with the terms and conditions of such Collateral. The Note Administrator shall segregate and hold all such amounts and property received by it in an Eligible Account in trust for the Secured Parties, and shall apply such amounts as provided in this Indenture. Any Indenture Account may include any number of subaccounts deemed necessary or appropriate by the Trustee for convenience in administering such account.

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

Section 10.2Reinvestment Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Reinvestment 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.

(a)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.

(b)The Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall, invest all funds in the Reinvestment Account in Eligible Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited in the Reinvestment Account, any gain realized from such investments shall be credited to the Reinvestment Account, and any loss resulting

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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.

(c)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 Mortgage Assets in accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after the last day of the Reinvestment Period and (y) if after the last day of the Reinvestment Period, the last settlement date within 60 days of the last day of the Reinvestment Period with respect to the last Reinvestment Mortgage Asset that the Issuer has entered into an irrevocable commitment to purchase. Upon receipt of notice pursuant to clause (i) above and on the date described in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible Investments) to the Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as Principal Proceeds.

(d)During the Reinvestment Period (and up to 60 days thereafter to the extent necessary to acquire Reinvestment Mortgage Assets pursuant to binding commitments entered into during the Reinvestment Period using Principal Proceeds received during or after the Reinvestment Period), the Collateral Manager on behalf of the Issuer may by notice to the Note Administrator direct the Note Administrator to, and upon receipt of such notice the Note Administrator shall, reinvest amounts (and related Eligible Investments) credited to the Reinvestment Account in Mortgage 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 Reinvestment Criteria.

Section 10.3Payment Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Payment Account,” which shall be held in trust in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and the sole right of withdrawal. All funds received by the Note Administrator from the Servicer on each Remittance Date shall be credited to the Payment Account. The Initial Interest Deposit Amount received by the Note Administrator from the Issuer on the Closing Date shall be deposited in 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

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in respect of the Notes in accordance with their terms and the provisions of this Indenture, (ii) to deposit into the Preferred Share Distribution Account for distributions to the Preferred Shareholders, (iii) upon Issuer Order, to pay other amounts specified therein, and (iv) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture, each in accordance with the Priority of Payments.

(a)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 10.4Unused Proceeds Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “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.

(a)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 Note Administrator or a financial institution having a long-term debt rating of at least “Aa3” by Moody’s or a short-term debt rating of at least “P‑1” by Moody’s.

(b)Amounts remaining in the Unused Proceeds Account at the end of the Ramp-Up Acquisition Period will be transferred to the Payment Account and applied as Principal Proceeds on the first Payment Date after the Ramp-Up Completion Date in accordance with the Priority of Payments.

(c)During the Ramp-Up Acquisition Period, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order or trade confirmation direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator shall, apply amounts on deposit in the Unused Proceeds Account to acquire Ramp-Up Mortgage Assets selected by the Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order or trade confirmation.

(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

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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.

Section 10.5Expense Reserve Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “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); providedthat the Note Administrator shall be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. Amounts credited to the Expense Reserve Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the Notes. On or after the first Payment Date, any amount remaining in the Expense Reserve Account may, at the election of the Collateral Manager, be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall direct the Note Administrator to, and upon receipt of such Issuer Order, the Note Administrator shall, transfer all amounts on deposit in the Expense Reserve Account to the Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds.

(a)On each Payment Date, the Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (17) of Section 11.1(a)(i) for deposit into the Expense Reserve Account.

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

(c)The Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall, invest all funds in the

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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 10.6[Reserved]

Section 10.7Interest Advances. (a) With respect to each Payment Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period and remitted to the Note Administrator that are available to pay interest on the Offered Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Offered Notes on such Payment Date as a result of interest shortfalls on the Mortgage Assets (or the application of interest received on the Mortgage Assets to pay certain expenses in accordance with the terms of the Servicing Agreement) (the amount of such insufficiency, an “Interest Shortfall”), the Note Administrator shall provide the Advancing Agent with email notice of such Interest Shortfall no later than the close of business on the second (2nd) Business Day preceding such Payment Date, at the following addresses: Crefinance@provequity.com, or such other email address as provided by the Advancing Agent to the Note Administrator. The Note Administrator shall provide the Advancing Agent with additional email notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Note Administrator after delivery of such initial notice that reduces such Interest Shortfall. No later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.7(b), and subject to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Offered Notes on such Payment Date and (ii) the aggregate of the interest payments not received in respect of Mortgage Assets with respect to such Payment Date (including, for such purpose, interest payments received on the Mortgage Assets but applied to pay certain expenses in accordance with the terms of the Servicing Agreement).

Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Mortgage Asset to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the Aggregate Outstanding Amount of the Offered Notes. In addition, in no event will the Advancing Agent or Backup Advancing Agent be required to advance any payments in respect of principal of any Mortgage Asset. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing

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Agent by the Note Administrator on the related Payment Date (or, if such Interest Advance is made prior to final determination by the Note Administrator of such Interest Shortfall, on the Business Day of such final determination).

The Advancing Agent shall provide the Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date. If the Advancing Agent shall fail to make any required Interest Advance by 10:00 a.m. (New York time) on the Business Day preceding the Payment Date upon which distributions are to be made pursuant to Section 11.1(a)(i), the Collateral Manager shall remove the Advancing Agent in its capacity as advancing agent hereunder as required under Section 17.5(d) and the Backup Advancing Agent shall be required to make such Interest Advance no later than 11:00 a.m. (New York time) on the Business Day preceding the Payment Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.7(b). Based upon available information at the time, the Backup Advancing Agent or the Advancing Agent or the Collateral Manager, as applicable, will provide fifteen (15) days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Special Servicer will provide the Rating Agencies notice of such recovery.

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

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

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

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

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

For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse

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such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent will be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest Advance. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Offered Notes.

(b)Each of the Advancing Agent and the Backup Advancing Agent may recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; providedthat if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding Interest Advances from the Collection Account pursuant to the Servicing Agreement on any Business Day during any Interest Accrual Period prior to the related Determination Date. The Advancing Agent shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent determines is in the best interest of the Holders of the Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments.

(c)The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it (including Nonrecoverable Interest Advances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate.

(d)The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Mortgage Assets will continue through the Stated Maturity Date, unless the Notes are previously redeemed or repaid in full.

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

(f)In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. For so long as BSPRT Operating Partnership (or any of its Affiliates) (i) is the Advancing Agent and (ii) any of its affiliates owns the Preferred Shares, BSPRT Operating Partnership hereby agrees, on behalf of itself and its affiliates, to waive its rights to receive the Advancing Agent Fee and any Reimbursement Interest. In consideration of the performance of its obligations hereunder, the Backup Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Backup Advancing Agent Fee. If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, (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,

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in consideration thereof, the Advancing Agent Fee (in lieu of the Backup 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).

(g)The determination by the Advancing Agent or the Backup Advancing Agent (in its capacity as successor Advancing Agent), as applicable, (i) that it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee, the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis for such determination; providedthat failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance.

Section 10.8Reports by Parties. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Special Servicer and the Collateral Manager any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Special Servicer, the Servicer or the Collateral Manager may from time to time request in writing with respect to the Collateral or the Indenture Accounts and provide any other information reasonably available to the Note Administrator by reason of its acting as Note Administrator hereunder and required to be provided by Section 10.9 or to permit the Collateral Manager to perform its obligations under the Collateral Management Agreement. The Note Administrator shall forward to the Collateral Manager copies of notices and other writings received by it from the borrower with respect to any Mortgage Asset advising the holders of such Mortgage Asset 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 10.9Reports; Accountings. (a) Based on the CREFC^® Loan Periodic Update File prepared by the Servicer and delivered by the Servicer to the Note Administrator no later than 2:00 p.m. (Eastern Time) on the 2nd Business Day prior to each Payment Date, the Note Administrator shall prepare and make available on its website initially located at https://pivot.usbank.com (or, upon written request from registered Holders of the Notes or from those parties that cannot receive such statement electronically, provide by first class mail), on each

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Payment Date to Privileged Persons, a report substantially in the form of Exhibit P 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 Mortgage Assets as of the end of the related Due Period;

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

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

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

(viii)the amount of any Interest Advances made by the Advancing Agent or the Backup Advancing Agent, as applicable;

(ix)the payments due pursuant to the Priority of Payments with respect to each clause thereof;

(x)the number and related principal balances of any Mortgage Assets that have been (or are related to Mortgage Loans that have been) extended or modified during the related Due Period on an individual Mortgage Asset basis;

(xi)the amount of any remaining unpaid Interest Shortfalls as of the close of business on the Payment Date;

(xii)a listing of each Mortgage Asset that was the subject of a principal prepayment during the related collection period and the amount of principal prepayment occurring;

(xiii)the aggregate unpaid principal balance of the Mortgage Assets outstanding as of the close of business on the related Determination Date;

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(xiv)with respect to any Mortgage Asset as to which a liquidation occurred during the related Due Period (other than through a payment in full), (A) the number thereof and (B) the aggregate of all liquidation proceeds which are included in the Payment Account and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions of the Notes);

(xv)with respect to any REO Property owned by the Issuer or any Permitted Subsidiary thereof, as to which the Special Servicer determined that all payments or recoveries with respect to the related property have been ultimately recovered during the related collection period, (A) the related Mortgage Asset and (B) the aggregate of all liquidation proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Securities);

(xvi)the amount on deposit in each of the Expense Reserve Account and the Unused Proceeds Account;

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

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

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

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

(xxi)the Net Outstanding Portfolio Balance; and

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

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

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

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

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

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

(iii)the Redemption Price;

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

(v)the amounts in the Collection Account and the Indenture Accounts (other than the Preferred Share Distribution Account) 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 December 31, 2018, the Collateral Manager shall make reasonable efforts to deliver to the Note Administrator a report containing a mortgage asset summary substantially in the form set forth in Annex B to the Offering Memorandum for all Mortgage Assets in the pool, 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.

Section 10.10Release of Mortgage Assets; Release of Collateral. (a) If no Event of Default has occurred and is continuing and subject to Article 12 hereof, the Issuer (or the Collateral Manager on its behalf) may direct the Trustee to release a Pledged Mortgage Asset from the lien of this Indenture, by Issuer Order delivered to the Trustee and the Custodian on or prior to the settlement date for any sale of a Pledged Mortgage Asset, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) that the Pledged Mortgage Asset 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 Mortgage Asset has been sold in compliance with Section 9.1(f), and, upon receipt of a Request for Release of such Mortgage Asset from the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall deliver any such Pledged Mortgage Asset, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Mortgage Asset is represented by a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Mortgage Asset in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall (i) deliver any agreements and other

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documents in its possession relating to such Pledged Mortgage Asset and (ii) the Trustee, if applicable, duly assign each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order.

(a)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 Mortgage Asset, an Issuer Order certifying that such Pledged Mortgage Asset 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 Mortgage Asset and the related Mortgage Asset 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.

(b)With respect to any Mortgage Asset 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 Mortgage Asset 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.

(c)The Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from the disposition of a Pledged Mortgage Asset and treat such proceeds as Principal Proceeds, for remittance by the Servicer to the Note Administrator on the first Remittance Date occurring thereafter. None of the Trustee, the Note Administrator or the Securities Intermediary shall be responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt of payment in accordance herewith.

(d)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.

(e)Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Mortgage Asset, or in the event any action is required to be taken in respect to an Asset Document, the Special Servicer on behalf of the Issuer will promptly notify the Collateral Manager and the Servicer of such request, and the Special Servicer shall grant any waiver or consent, and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance with the Servicing Standard. In the case of any modification or amendment that results in the release of the related Mortgage Asset, notwithstanding anything to the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall release the related Mortgage Asset File upon the written instruction of the Servicer or the Special Servicer, as applicable.

Section 10.11[Reserved]

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Section 10.12Information Available Electronically. (a) The Note Administrator shall make available to any Privileged Person the following items (in each case, as applicable, to the extent received by it) by means of the Note Administrator’s Website the following items (to the extent such items were prepared by or delivered to the Note Administrator in electronic format):

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

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

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

(3)the CREFC^® Loan Setup file;

(4)the Issuer Charter;

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

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

(ii)the following documents will initially be available under a tab or heading designated “periodic reports”:

(1)the Monthly Reports prepared by the Note Administrator pursuant to Section 10.9(a); and

(2)certain information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE Finance Council or any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC^® Investor Reporting Package” relating to the Mortgage Assets to the extent that the Note Administrator receives such information and reports from the Servicer from time to time;

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

(1)inspection reports delivered to the Note Administrator under the terms of the Servicing Agreement;

(2)appraisals delivered to the Note Administrator under the terms of the Servicing Agreement; and

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(3)upon direction of the Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer provides to the Note Administrator to be made available on the Note Administrator’s Website;

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

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

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

(3)notice of a servicer termination event (with respect to the Servicer or the Special Servicer, as applicable), each as defined in the Servicing Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;

(4)notice of the resignation of any party to the Indenture and notice of the acceptance of appointment of a replacement for any such party, to the extent such notice is prepared or received by the Note Administrator;

(5)officer’s certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered to the Note Administrator pursuant to Section 10.7(b);

(6)any direction received by the Note Administrator from the Collateral Manager for the termination of the Special Servicer during any period when such Person is entitled to make such a direction, and any direction of a Majority of the Notes to terminate the Special Servicer; and

(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);

(v)The following notices provided by the 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. Credit Risk Retention notices”:

(1)any changes to the fair values set forth in the “U.S. Credit Risk Retention” section of the Offering Memorandum between the date of the Offering Memorandum and the Closing Date;

(2)any material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values prior to the pricing of the Notes and the Closing Date;

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

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(4)any notices required pursuant to the EU Risk Retention Letter;

(vi)the “Investor Q&A Forum” pursuant to Section 10.13; and

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

(b)Privileged Persons who execute Exhibit Q-2 shall only be entitled to access the Monthly Report, and shall not have access to any other information on the Note Administrator’s Website.

(c)The Note Administrator’s Website shall initially be located at https://pivot.usbank.com. The foregoing information shall be made available by the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note Administrator may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Note Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Note Administrator may remove it from the Note Administrator’s Website. The Note Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Note Administrator’s Website to the extent such information was not produced by the Note Administrator. In connection with providing access to the Note Administrator’s Website, the Note Administrator may require registration and the acceptance of a disclaimer. The Note Administrator shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Note Administrator’s Website can be obtained by calling (866) 252-4360.

Section 10.13Investor Q&A Forum; Investor Registry. (a) The Note Administrator shall make the “Investor Q&A Forum” available to Privileged Persons and prospective purchasers of Notes by means of the Note Administrator’s Website, where Noteholders (including beneficial owners of Notes) may (i) submit inquiries to the Note Administrator relating to the Monthly Reports, and submit inquiries to the Collateral Manager, the Servicer or the Special Servicer (each, a “Q&A Respondent”) relating to any servicing reports prepared by that party, the Mortgage Assets, or the properties related thereto (each, an “Inquiry” and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for a Q&A Respondent, the Note Administrator shall forward the Inquiry to the applicable Q&A Respondent, in each case via email within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Note Administrator and the applicable Q&A Respondent, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the applicable Q&A Respondent shall be by email to the Note Administrator. The Note Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Note Administrator’s Website. If the Note Administrator or the applicable Q&A Respondent determines, in its respective sole discretion, that (i) any Inquiry is not

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of a type described above, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the Asset Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Note Administrator, the Servicer or the Special Servicer, as applicable or (v) answering any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product, or is otherwise not advisable to answer, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination. The Note Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered in accordance with the terms of this Agreement. Any notice by the Note Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because the Indenture and the Servicing Agreement provides that the Note Administrator, Servicer and Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Indenture, (ii) answering any Inquiry would not be in the best interests of the Issuer and/or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law or the Asset Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Servicer or the Special Servicer, as applicable, or (v) answering any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product, or is otherwise not advisable to answer, no inference shall be drawn from the fact that the Trustee, the Servicer or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Issuer, the Co‑Issuer, the Collateral Manager, the Placement Agents or any of their respective Affiliates. None of the Placement Agents, the Issuer, the Co‑Issuer, the Seller, the Collateral Manager, the Advancing Agent, the Future Funding Indemnitor, BSPRT Holder, the Servicer, the Special Servicer, the Note Administrator or the Trustee, or any of their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Note Administrator shall not be required to post to the Note Administrator’s Website any Inquiry or answer thereto that the Note Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum shall not reflect questions, answers and other communications that are not submitted via the Note Administrator’s Website. Additionally, the Note Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.

(a)The Note Administrator shall make available to any Noteholder or holder of Preferred Shares and any beneficial owner of a Note, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Note Administrator’s Website, where Noteholders and beneficial owners of Notes can register and thereafter obtain information with respect to any other Noteholder or beneficial owner that has so registered. Any Person registering to use the Investor Registry shall be required to certify that (i) it is a Noteholder, a beneficial owner of a Note or a holder of a Preferred Share and (ii) it grants authorization to the Note Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered Noteholders and registered beneficial owners or Notes. Such

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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.

(b)Certain information concerning the Collateral and the Notes, including the Monthly Reports, CREFC^® Reports and supplemental notices, shall be provided by the Note Administrator to certain market data providers upon receipt by the Note Administrator from such persons of a certification in the form of Exhibit N hereto, which certification may be submitted electronically via the Note Administrator’s Website. The Issuer hereby authorizes the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., CMBS.com, Inc., Markit, LLC, Interactive Data Corporation, Thomson Reuters Corporation and PricingDirect Inc.

(c)The 17g-5 Information Provider will make the “Rating Agency Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Providers Website, where NRSROs may (i) submit inquiries to the Trustee relating to the Monthly Report, (ii) submit inquiries to the Servicer or the Special Servicer relating to servicing reports, or the Collateral, except to the extent already obtained, (iii) submit requests for loan-level reports and information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. The Trustee, the Note Administrator, the Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Servicing Standard, the Indenture, the Servicing Agreement or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under the Indenture or the Servicing Agreement, as applicable. In the event that any of the Trustee, the Note Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider with the basis of such declination. The 17g-5 Information Provider will be required to post the inquiries and the related answers (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly upon receipt, or in the event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool will be attributable only to the respondent, and will not be deemed to be answers from any other Person. No such other Person will have any responsibility or liability for, and will not be deemed to have knowledge of, the content of any such information.

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Section 10.14Certain 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 11APPLICATION OF FUNDS

Section 11.1Disbursements of Amounts from Payment Account. (a) Notwithstanding any other provision in this Indenture, but subject to the other subsections of this Section 11.1 hereof, on each Payment Date, the Note Administrator shall disburse amounts transferred to the Payment Account in accordance with the following priorities (the “Priority of Payments”):

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

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

(2)(a) first, to the extent not previously reimbursed, to the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to Advancing Agent (or the Backup Advancing Agent if the Advancing Agent has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (providedthat the Advancing Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to this Indenture); and (c) third, to the Advancing Agent and the Backup Advancing Agent, to the extent due and payable to such party, Reimbursement Interest and reimbursement of any

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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 Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing Agent Fees (providedthat the Backup Advancing Agent has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to the terms of this Indenture), (b) second, to the Note Administrator and the Trustee, the Trustee/Note Administrator Fee,(c) third, to the payment of other accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian, the Paying Agent and the Preferred Share Paying Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in clauses (c) and (d) per Expense Year (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;

(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 D Interest Distribution Amount plus any Class D Defaulted Interest Amount;

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

(11)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;

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(12)on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal of each Class of Notes, (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class F Notes and (viii) eighth, to the Class G Notes, in each case until each rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class of Notes has been paid in full;

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

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

(15)to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

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

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

(18)upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and

(19)any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

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

(1)to the payment of the amounts referred to in clauses (1) through (11) of Section 11.1(a)(i) in the same order of priority specified therein, without giving effect to any limitations on amounts payable set forth therein, but only to the extent not paid in full thereunder;

(2)on the Payment Date following the Ramp-Up Completion Date, to the payment of principal, in an amount equal to all amounts transferred from the Unused Proceeds Account as of the Ramp-Up Completion Date (i) first, to the Class

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A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes and (vi) sixth, to the Class E Notes, in each case until such Class of Notes has been paid in full;

(3)on each Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of Interest Proceeds pursuant to clause (12) of Section 11.1(a)(i) is insufficient to cause the ratings assigned to each Class of Notes to be reinstated or to cause any affected Class to be paid in full, to the payment of principal (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class F Notes and (viii) eighth, to the Class G Notes, in each case until each rating assigned on the Closing Date to such Class of Notes has been reinstated or such Class of Notes has been paid in full;

(4)during the Reinvestment Period, so long as the Issuer is permitted to purchase Reinvestment Mortgage Assets 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 Reinvestment Mortgage Assets or, pursuant to written direction of the Collateral Manager (on behalf of the Issuer) to be applied to pay the purchase price of Reinvestment Mortgage Assets (it being understood that the Collateral Manager will be deemed to have directed the reinvestment of all Principal Proceeds until such time as it has provided the Note Administrator with a notice to the contrary);

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

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

(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 principal of the Class C Notes until the Class C Notes have been paid in full; and

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

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

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(11)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 (13) of Section 11.1(a)(i) above;

(12)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;

(13)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 (15) of Section 11.1(a)(i) above;

(14)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;

(15)any remaining Principal Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holders of the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

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

(1)to the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same order of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;

(2)to the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, Custodian and Trustee (including legal fees and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in connection with sale and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;

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

(4)to the payment in full of principal of the Class A Notes;

(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;

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

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

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

(10)to the payment in full of the principal of the Class C Notes;

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

(12)to the payment in full of principal of the Class D Notes;

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

(14)to the payment in full of principal of the Class E Notes;

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

(16)to the payment in full of principal of the Class F Notes (including any Class F Deferred Interest);

(17)to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

(18)to the payment in full of principal of the Class G Notes (including any Class G Deferred Interest); and

(19)any remaining Interest Proceeds and Principal Proceeds to be released from the lien of the Indenture and paid (upon standing order of the Issuer) to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.

(b)On or before the Business Day prior to each Payment Date, the Issuer shall, pursuant to Section 10.3, remit or cause to be remitted to the Note Administrator for deposit in the Payment Account an amount of Cash sufficient to pay the amounts described in Section 11.1(a) required to be paid on such Payment Date.

(c)If on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period are insufficient to make the full amount of the disbursements required by any clause of Section 11.1(a)(i), (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

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the respective amounts of such disbursements then due and payable to the extent funds are available therefor.

(d)In connection with any required payment by the Issuer to the Servicer or the Special Servicer pursuant to the Servicing Agreement of any amount scheduled to be paid from time to time between Payment Dates from amounts received with respect to the Mortgage Assets, the Servicer or the Special Servicer, as applicable, shall be entitled to retain or withdraw such amounts from the Collection Account and the Participated Mortgage Loan Collection Account pursuant to the terms of the Servicing Agreement.

Section 11.2Securities Accounts. All amounts held by, or deposited with the Note Administrator in the Reinvestment Account, Custodial Account, Unused Proceeds Account and Expense Reserve Account pursuant to the provisions of this Indenture shall be invested in Eligible Investments as directed in writing by the Collateral Manager on behalf of the Issuer and credited to the Reinvestment Account, Custodial Account, Unused Proceeds Account or Expense Reserve Account, as the case may be. Absent such direction, funds in the foregoing accounts shall be held uninvested. All amounts held by or deposited with the Note Administrator in the Payment Account shall be held uninvested. Any amounts not invested in Eligible Investments as herein provided, shall be credited to one or more securities accounts established and maintained pursuant to the Securities Account Control Agreement at the Corporate Trust Office of the Note Administrator, or at another financial institution whose long-term rating is at least equal to “A2” by Moody’s (or, in each case, such lower rating as the applicable Rating Agency shall approve) and agrees to act as a Securities Intermediary on behalf of the Note Administrator on behalf of the Secured Parties pursuant to an account control agreement in form and substance similar to the Securities Account Control Agreement.

ARTICLE 12SALE OF MORTGAGE ASSETS; REINVESTMENT MORTGAGE ASSETS; FUTURE FUNDING ESTIMATES

Section 12.1Sales of Mortgage Assets. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Mortgage Asset. The Collateral Manager, on behalf of the Issuer, acting pursuant to the Collateral Management Agreement may direct the Trustee in writing to sell at any time:

(i)any Defaulted Mortgage Asset;

(ii)any Credit Risk Mortgage Asset 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 Mortgage Assets shall be permitted; and

(iii)any Non-Controlling Participation (other than a Credit Risk Mortgage Asset or a Defaulted Mortgage Asset) at any time that the Collateral Manager determines in good

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faith that such sale is necessary to cure, or (taking into account expected cash flows from the Issuer’s assets) prevent, the aggregate Principal Balance of all Non-Controlling Participations from exceeding 30% of the aggregate Principal Balance of all Mortgage Assets owned by the Issuer.

During the Reinvestment Period, sales of Credit Risk Mortgage Assets shall be permitted only for so long as, after giving effect to the subject sale, the sum of (i) the cumulative aggregate Principal Balance of all Credit Risk Mortgage Assets sold by the Issuer (including as a result of the Majority of Preferred Shareholders’ purchase option under Section 12.1(e)) plus (ii) the cumulative aggregate Principal Balance of Credit Risk Mortgage Assets exchanged for Exchange Mortgage Assets does not exceed ten percent (10%) of the aggregate principal balance of the Closing Date Mortgage Assets as of the Closing Date.

The Trustee shall sell any Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

In connection with the sale of a Credit Risk Mortgage Asset or a Defaulted Mortgage Asset 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 Mortgaged Asset or Credit Risk Mortgage Asset and direct the Trustee to sell one or more of such participation interests.

(b)In addition, with respect to any Defaulted Mortgage Asset or Credit Risk Mortgage Asset permitted to be sold pursuant to Section 12.1(a), such Defaulted Mortgage Asset or Credit Risk Mortgage Asset may be sold by the Issuer at the direction of the Collateral Manager:

(i)to an entity, other than the Collateral Manager or an affiliate; or

(ii)to the Collateral Manager or an affiliate thereof that is purchasing such Defaulted Mortgaged Asset or Credit Risk Mortgage Asset from the Issuer for a cash purchase price that is (x) with respect to any Defaulted Mortgage Asset, equal to or greater than the Par Purchase Price and (y) with respect to any Credit Risk Mortgage Asset:

(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 Mortgage Asset Cash Purchase”).

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(c)With respect to any Non-Controlling Participation permitted to be sold pursuant to Section 12.1(a)(iii), such Non-Controlling Participation 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 (including, any entity managed by the Collateral Manager) for a cash purchase price that is equal to or greater than the Par Purchase Price; or

(ii)to the Collateral Manager or an affiliate thereof that is purchasing such Non-Controlling Participation for a cash purchase price that is: (x) until the Disposition Limitation Threshold has been met, equal to or greater than the Par Purchase Price; and (y) 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 (1) the Par Purchase Price and (2) the fair market value thereof (such purchase, a “NCP Cash Purchase”).

(d)A Defaulted Mortgage Asset or Credit Risk Mortgage Asset may be disposed of at any time, following disclosure to, and approval by, the Advisory Committee, by the Collateral Manager directing the Issuer to exchange such Defaulted Mortgage Asset or Credit Risk Mortgage Asset for (1) a Mortgage Asset owned by the Collateral Manager or an Affiliate of the Collateral Manager that satisfies the Eligibility Criteria (such Mortgage Asset, an “Exchange Mortgage Asset”) or (2) a combination of an Exchange Mortgage Asset and cash;providedthat:

(i)with respect to any Defaulted Mortgage Asset, the sum of (1) the Principal Balance of such Exchange Mortgage Asset 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 Mortgage Asset sought to be exchanged; and

(ii)with respect to any Credit Risk Mortgage Asset:

(1)until the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Mortgage Asset 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 Mortgage Asset sought to be exchanged; and

(2)after the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Mortgage Asset 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 Mortgage Asset sought to be exchanged and (y) the fair market value of such Credit Risk Mortgage Asset; and

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(3)the aggregate Principal Balance of all Credit Risk Mortgage Assets subject to such exchange cumulatively from the Closing Date, including the Credit Risk Mortgage Asset proposed for exchange, does not exceed ten percent (10%) of the aggregate principal balance of the Closing Date Mortgage Assets as of the Closing Date; and

(4)during the Reinvestment Period, Credit Risk Mortgage Asset Exchanges shall be permitted only for so long as, after giving effect to the subject exchange, the sum of (A) the cumulative aggregate Principal Balance of all Credit Risk Mortgage Assets sold by the Issuer (including as a result of the Majority of Preferred Shareholders’ purchase option under Section 12.1(e)) plus (B) the cumulative aggregate Principal Balance of Credit Risk Mortgage Assets exchanged for Exchange Mortgage Assets does not exceed ten percent (10%) of the aggregate principal balance of the Closing Date Mortgage Assets as of the Closing Date.

(e)In addition to the above, the Majority of Preferred Shareholders shall have the right to purchase (i) any Defaulted Mortgage Asset for a purchase price equal to the Par Purchase Price and (ii) any Credit Risk Mortgage Asset 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.

During the Reinvestment Period, the Majority of Preferred Shareholders’ right to purchase Credit Risk Mortgage Assets shall be permitted only for so long as, after giving effect to the subject sale, the sum of (i) the cumulative aggregate Principal Balance of all Credit Risk Mortgage Assets sold by the Issuer (including sales pursuant to Section 12.1(a) and this Section 12.1(e)) plus (ii) the cumulative aggregate Principal Balance of Credit Risk Mortgage Assets exchanged for Exchange Mortgage Assets, does not exceed ten percent (10%) of the aggregate principal balance of the Closing Date Mortgage Assets as of the Closing Date.

(f)After the Issuer has notified the Trustee of an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax Redemption in accordance with Section 9.3, the Collateral Manager, on behalf of the Issuer, and acting pursuant to the Collateral Management Agreement, may at any time direct the Trustee in writing by Issuer Order to sell, and the Trustee shall sell in the manner directed by the Majority of Preferred Shareholders in writing, any Mortgage Asset without regard to the foregoing limitations in Section 12.1(a); providedthat:

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

(ii)the Issuer may not direct the Trustee to sell (and the Trustee shall not be required to release) a Mortgage Asset pursuant to this Section 12.1(b) unless:

(1)the Collateral Manager certifies to the Trustee that, in the Collateral Manager’s reasonable business judgment based on calculations included in the

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certification (which shall include the sales prices of the Mortgage Assets), the Sale Proceeds from the sale of one or more of the Mortgage Assets and all Cash and proceeds from Eligible Investments will be at least equal to the Total Redemption Price; and

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

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

(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 Mortgage Assets 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 Mortgage Assets sufficient to pay the remaining principal amount of and interest on the Notes on or before the Stated Maturity Date. The Mortgage Assets to be liquidated by the Issuer will be selected by the Collateral Manager.

(h)Notwithstanding anything herein to the contrary, the Collateral Manager on behalf of the Issuer shall be permitted to sell to a Permitted Subsidiary any Sensitive Asset for consideration consisting of equity interests in such Permitted Subsidiary (or an increase in the value of equity interests already owned).

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

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

Section 12.2Reinvestment Mortgage Assets. (a) Except as provided in Section 12.3(c), during the Reinvestment Period (or within 60 days after the end of the Reinvestment Period with respect to reinvestments made pursuant to binding commitments to purchase entered into during the Reinvestment Period), amounts (or Eligible Investments) credited to the Reinvestment Account may, but are not required to, be reinvested in Reinvestment Mortgage Assets (which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of this Indenture) that satisfy the applicable Eligibility Criteria and the following additional criteria (the “Reinvestment Criteria”), as evidenced by an Officer’s Certificate of the Collateral Manager on behalf of the Issuer delivered to the Trustee, delivered as of the date of the commitment to purchase such Reinvestment Mortgage Assets:

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

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

(b)Notwithstanding the foregoing provisions, (i) Cash on deposit in the Reinvestment Account may be invested in Eligible Investments pending investment in Reinvestment Mortgage Assets and (ii) if an Event of Default shall have occurred and be continuing, no Reinvestment Mortgage Asset may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

(c)Notwithstanding the foregoing provisions, at any time when BSPRT Holder or an Affiliate that is wholly-owned by BSPRT or a subsequent REIT and is a disregarded entity for U.S. federal income tax purposes of such REIT holds 100% of the Class F Notes, the Class G Notes and the Preferred Shares, it may contribute additional Cash, Eligible Investments and/or Mortgage Assets to the Issuer so long as, in the case of Mortgage Assets, any such Mortgage Assets satisfy the Eligibility Criteria at the time of such contribution, including, but not limited to, for purposes of effecting any cure rights reserved for the holder of the Participations, pursuant to and in accordance with the terms of the related Participation Agreement. Cash or Eligible Investments contributed to the Issuer by 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 Mortgage Assets so long as no Event of Default has occurred and is continuing.

Section 12.3Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Collateral Management Agreement; providedthat (1) the Collateral Manager shall not direct the Trustee to acquire any Mortgage Asset for inclusion in the Collateral from the Collateral Manager or any of its Affiliates as principal or to sell any Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset 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.

(a)Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Mortgage Asset or Securities shall be Granted to the Trustee pursuant to this Indenture, such Mortgage Asset or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Mortgage Asset or Securities. The Trustee also shall receive, not later than the date of delivery of any Mortgage Asset 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

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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).

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

Section 12.4Modifications to Note Protection Tests. In the event that (1) Moody’s modifies the definitions or calculations relating to any of the Moody’s specific Eligibility Criteria or (2) any Rating Agency modifies the definitions or calculations relating to either of the Note Protection Tests (each, a “Rating Agency Test Modification”), in any case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.4 to, incorporate corresponding changes into this Indenture by an amendment or supplement hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x) in the case of a modification of a Moody’s specific Eligibility Criteria, the Rating Agency Condition is satisfied with respect to Moody’s, (y) in the case of a modification of a Note Protection Test, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating any Class of Notes and (z) written notice of such modification is delivered by the Collateral Manager to the Trustee and the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Rating Agency Test Modification shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co‑Issuers and the Collateral Manager and delivered to the Trustee, and (ii) accompanied by delivery by the Issuer to the Trustee of an Officer’s Certificate of the Issuer (or the Collateral Manager on behalf of the Issuer) certifying that such amendment has been made pursuant to and in compliance with this Section 12.4.

Section 12.5Future Funding Agreement. (a) The Note Administrator and the Trustee, on behalf of the Noteholders and the Holders of the Preferred Shares, are hereby directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which BSPRT Operating Partnership will agree to pledge certain collateral described therein in order to secure certain future funding obligations of the Seller as holder of the related Future Funding Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator shall, pursuant to the direction of the Issuer or the Special Servicer on its behalf, direct the use of funds on deposit in the Future Funding Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator shall have any obligation to ensure that BSPRT Operating Partnership is depositing or causing to be deposited all amounts into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.

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(a)The 17g-5 Information Provider shall promptly post to the 17g‑5 Website pursuant to Section 14.13(d) of this Agreement, any certification with respect to the holder of the related Future Funding Participations that is delivered to it in accordance with the Future Funding Agreement.

ARTICLE 13NOTEHOLDERS’ RELATIONS

Section 13.1Subordination. (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 and Class G 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; providedthat 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).

(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-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 and Class G 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; providedthat 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 and Class G 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 B Notes, that the rights of the Holders of the Class C Notes, Class D Notes, Class E Notes, Class F Notes and Class G 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; providedthat 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 and Class G Notes to the extent and in the manner provided in Section 11.1(a)(iii).

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(c)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class C Notes, that the rights of the Holders of the Class D Notes, Class E Notes, Class F Notes and Class G 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 and Class G 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 D Notes, that the rights of the Holders of the Class E Notes, Class F Notes and Class G 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; providedthat 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 and Class G 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 E Notes, that the rights of the Holders of the Class F Notes and Class G 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; providedthat 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 and Class G 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 F Notes, that the rights of the Holders of the Class G 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; providedthat 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 to the extent and in the manner provided in Section 11.1(a)(iii).

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(g)In the event that notwithstanding the provisions of this Indenture, any Holders of any Class of Notes shall have received any payment or distribution in respect of such Class contrary to the provisions of this Indenture, then, unless and until all accrued and unpaid interest on and outstanding principal of all more senior Classes of Notes have been paid in full in accordance with this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Note Administrator, which shall pay and deliver the same to the Holders of the more senior Classes of Notes in accordance with this Indenture.

(h)Each Holder of any Class of Notes agrees with the Note Administrator on behalf of the Secured Parties that such Holder shall not demand, accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including Section 11.1(a) and this Section 13.1; provided, however, that after all accrued and unpaid interest on, and principal of, each Class of Notes senior to such Class have been paid in full, the Holders of such Class of Notes shall be fully subrogated to the rights of the Holders of each Class of Notes senior thereto. Nothing in this Section 13.1 shall affect the obligation of the Issuer to pay Holders of such Class of Notes any amounts due and payable hereunder.

(i)The Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join any other person in instituting against, the Issuer, the Co‑Issuer or any Permitted Subsidiary, any petition for bankruptcy, reorganization, arrangement, moratorium, liquidation or similar proceedings under the laws of any jurisdiction before one year and one day or, if longer, the applicable preference period then in effect, have elapsed since the final payments to the Holders of the Notes.

Section 13.2Standard of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Securityholder under this Indenture, a Securityholder or Securityholders shall not have any obligation or duty to any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Securityholder, the Issuer, or any other Person, except for any liability to which such Securityholder may be subject to the extent the same results from such Securityholder’s taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this Indenture.

ARTICLE 14MISCELLANEOUS

Section 14.1Form 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

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Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer or the Co‑Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer of the Issuer or the Co‑Issuer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co‑Issuer, the Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Co‑Issuer, the Collateral Manager or such other Person, unless such Authorized Officer of the Issuer or the Co‑Issuer or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel also may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuer or the Co‑Issuer, or the Servicer on behalf of the Issuer, certifying as to the factual matters that form a basis for such Opinion of Counsel and stating that the information with respect to such matters is in the possession of the Issuer or the Co‑Issuer or the Collateral Manager on behalf of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of any action by the Trustee or the Note Administrator at the request or direction of the Issuer or the Co‑Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s or the Co‑Issuer’s rights to make such request or direction, the Trustee or the Note Administrator shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default as provided in Section 6.1(g).

Section 14.2Acts of Securityholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and the Note Administrator, and, where it is hereby expressly required, to the Issuer and/or the Co‑Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Note Administrator, the Issuer and the Co‑Issuer, if made in the manner provided in this Section 14.2.

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(a)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.

(b)The principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be proved by the Notes Register. The Notional Amount and registered numbers of the Preferred Shares held by any Person, and the date of his holding the same, shall be proved by the register of members maintained with respect to the Preferred Shares. Notwithstanding the foregoing, the Trustee and Note Administrator may conclusively rely on an Investor Certification to determine ownership of any Notes.

(c)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder (and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator, the Preferred Share Paying Agent, the Share Registrar, the Issuer or the Co‑Issuer in reliance thereon, whether or not notation of such action is made upon such Security.

Section 14.3Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Co‑Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager and the Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a)the Trustee by any Securityholder or by the Note Administrator, the Collateral Manager, the Issuer or the Co‑Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Trustee addressed to it at the Corporate Trust Office, e-mail: BSP.Chicago.Team@usbank.com, or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Securityholders;

(b)the Note Administrator by the Trustee, the Collateral Manager or by any Securityholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Note Administrator addressed to it at the Corporate Trust Office, e-mail: BSP.Chicago.Team@usbank.com, or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Securityholders.

(c)the Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it at BSPRT 2018-FL4 Issuer, Ltd. at c/o Walkers Fiduciary Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1 9008, Cayman Islands, Facsimile number: +1 (345)

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949-7886, Attention: The Directors, or at any other address previously furnished in writing to the Trustee and the Note Administrator by the Issuer, with a copy to the Special Servicer.

(d)the Co‑Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Co‑Issuer addressed to it in c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, Attention: Donald J. Puglisi, facsimile number: (302) 738-7210, or at any other address previously furnished in writing to the Trustee and the Note Administrator by the Co‑Issuer, with a copy to the Special Servicer at its address set forth below;

(e)the Advancing Agent by the Trustee, the Collateral Manager, the Note Administrator, the Issuer or the Co‑Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Advancing Agent addressed to it at Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty Trust, Inc., 142 West 57th Street, Suite 1201, New York, New York 10019, Attention: Micah Goodman, with a copy to Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners L.L.C., 142 West 57th Street, Suite 1201, New York, New York 10019, and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any other address previously furnished in writing to the Trustee, the Note Administrator, and the Co‑Issuers, with a copy to the Special Servicer at its address set forth below.

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

(g)the Servicer by the Issuer, the Collateral Manager, the Note Administrator, the Co‑Issuer or the Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Servicer addressed to it at Situs Asset Management at Situs Asset Management LLC, 13128 Hwy 24/27, West Robbins, North Carolina 27325, Attention: Jim Goodall, e-mail: Jim.Goodall@situs.com, with a copy to Situs Asset Management, LLC, 5065 Westheimer, Suite 700E, Houston, Texas 77056, Attention: Managing Director, e-mail: samnotice@situs.com, and a copy to Situs Group, LLC, 5065 Westheimer, Suite 700E, Houston, Texas 77056, Attention: Legal Department - Adriana Bourdreaux, e-mail: Legal@situs.com, or at any other address previously furnished in writing to the Issuer, the Note Administrator, the Co‑Issuer and the Trustee;

(h)the Special Servicer by the Issuer, the Co‑Issuer, the Collateral Manager, the Note Administrator, or the Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Special Servicer addressed to it at Situs Holdings, LLC, 101 Montgomery

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

(i)the Rating Agencies, by the Issuer, the Co‑Issuer, the Collateral Manager, the Servicer, the Note Administrator or the Trustee shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Rating Agencies addressed to them at (i) Kroll Bond Rating Agency, Inc., 845 Third Avenue, New York, New York 10022, Attention: CMBS Surveillance (or by electronic mail at cmbssurveillance@kbra.com) and (ii) Moody’s Investor Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: CRE CDO Surveillance, (or by electronic mail at moodys_cre_cdo_monitoring@moodys.com), or such other address that any Rating Agency shall designate in the future; providedthat any request, demand, authorization, direction, order, notice, consent, waiver or Act of Securityholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with the Rating Agencies (“17g-5 Information”) shall be given in accordance with, and subject to, the provisions of Section 14.13 hereof;

(j)WF, as a Placement Agent, by the Issuer, the Co‑Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: A.J. Sfarra, email: anthony.sfarra@wellsfargo.com with copies to Troy Stoddard, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288, e-mail: Troy.Stoddard@wellsfargo.com, or at any other address furnished in writing to the Issuer, the Co‑Issuer, the Note Administrator and the Trustee;

(k)JPMS, as a Placement Agent, by the Issuer, the Co‑Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: SPG Syndicate, e-mail: ABS_Synd@jpmorgan.com with copies to J.P. Morgan Securities LLC, 383 Madison Avenue, 32nd Floor, New York, New York 10179, Attention: Bianca A. Russo, Esq., email: US_CMBS_Notice@jpmorgan.com, or at any other address furnished in writing to the Issuer, the Co‑Issuer, the Note Administrator and the Trustee;

(l)the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at BSPRT 2018-FL4 Holder, LLC, c/o Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty Trust, Inc., 142 West 57th Street, Suite 1201, New York, New York 10019, Attention: Micah

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Goodman, with a copy to BSPRT 2018-FL4 Holder, LLC, c/o Benefit Street Partners L.L.C., 142 West 57th Street, Suite 1201, New York, New York 10019, Attention: Asset Management, e-mail: am@benefitstreetpartners.com, and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any other address furnished in writing to the Issuer, the Co‑Issuer, the Note Administrator and the Trustee; and

(m)the Note Administrator, shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid hand delivered, sent by overnight courier service or by facsimile in legible form to the Corporate Trust Office of the Note Administrator.

Section 14.4Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture or the Servicing Agreement provides for notice to Holders of Notes of any event,

(a)such notice shall be sufficiently given to Holders of Notes if in writing and mailed, first class postage prepaid, to each Holder of a Note affected by such event, at the address of such Holder as it appears in the Notes Register, not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice;

(b)such notice shall be in the English language; and

(c)all reports or notices to Preferred Shareholders shall be sufficiently given if provided in writing and mailed, first class postage prepaid, to the Preferred Share Paying Agent.

The Note Administrator shall deliver to the Holders of the Notes any information or notice in its possession, requested to be so delivered by at least 25% of the Holders of any Class of Notes.

Neither the failure to mail any notice, nor any defect in any notice so mailed, to any particular Holder of a Note shall affect the sufficiency of such notice with respect to other Holders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Note Administrator and shall constitute sufficient notification to such Holders of Notes for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee and with the Note Administrator, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In the event that, by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed to be a sufficient giving of such notice.

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Section 14.5Effect 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 14.6Successors and Assigns. All covenants and agreements in this Indenture by the Issuer and the Co‑Issuer shall bind their respective successors and assigns, whether so expressed or not.

Section 14.7Severability. 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 14.8Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than (i) the parties hereto and their successors hereunder and (ii) the Servicer, the Special Servicer, the Collateral Manager, the Preferred Shareholders, the Preferred Share Paying Agent, the Share Registrar and the Noteholders (each of whom shall be an express third party beneficiary hereunder), any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.9Governing Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10Submission to Jurisdiction. Each of the Issuer and the Co‑Issuer hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture, and each of the Issuer and the Co‑Issuer hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each of the Issuer and the Co‑Issuer hereby irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Issuer and the Co‑Issuer irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it at the office of the Issuer’s and the Co‑Issuer’s agent set forth in Section 7.2. Each of the Issuer and the Co‑Issuer agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 14.11Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts

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shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart to this Agreement.

Section 14.12Liability of Co‑Issuers. Notwithstanding any other terms of this Indenture, the Notes or any other agreement entered into between, inter alios, the Issuer and the Co‑Issuer or otherwise, neither the Issuer nor the Co‑Issuer shall have any liability whatsoever to the Co‑Issuer or the Issuer, respectively, under this Indenture, the Notes, any such agreement or otherwise and, without prejudice to the generality of the foregoing, neither the Issuer nor the Co‑Issuer shall be entitled to take any steps to enforce, or bring any action or proceeding, in respect of this Indenture, the Notes, any such agreement or otherwise against the other Co‑Issuer or the Issuer, respectively. In particular, neither the Issuer nor the Co‑Issuer shall be entitled to petition or take any other steps for the winding up or bankruptcy of the Co‑Issuer or the Issuer, respectively or shall have any claim in respect of any Collateral of the Co‑Issuer or the Issuer, respectively.

Section 14.1317g-5 Information. (a) The Co‑Issuers shall comply with their obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”), by their or their agent’s posting on the 17g-5 Website, no later than the time such information is provided to the Rating Agencies, all information that the Issuer or other parties on its behalf, including the Trustee, the Note Administrator, the Servicer and the Special Servicer, provide to the Rating Agencies for the purposes of determining the initial credit rating of the Notes or undertaking credit rating surveillance of the Notes (the “17g-5 Information”); providedthat no party other than the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer may provide information to the Rating Agencies on the Issuer’s behalf without the prior written consent of the Special Servicer. At all times while any Notes are rated by any Rating Agency or any other NRSRO, the Issuer shall engage a third party to post 17g‑5 Information to the 17g-5 Website. The Issuer hereby engages the Note Administrator (in such capacity, the “17g-5 Information Provider”), to post 17g-5 Information it receives from the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer to the 17g‑5 Website in accordance with this Section 14.13, and the Note Administrator hereby accepts such engagement.

(a)Any information required to be delivered to the 17g-5 Information Provider by any party under this Agreement or the Servicing Agreement shall be delivered to it via electronic mail at BSPRT2018-FL4_17g-5@usbank.com, specifically with a subject reference of “17g-5 –BSPRT 2018-FL4 Issuer, Ltd.” and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.

(b)The 17g-5 Information Provider shall make available, solely to NRSROs, the following items to the extent such items are delivered to it via email at BSPRT2018-FL4_17g-5@usbank.com, specifically with a subject reference of “17g-5 – BSPRT 2018-FL4 Issuer, Ltd.” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial;

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providedthat such information is not locked or corrupted and is otherwise received in a readable and uploadable format:

(i)any statements as to compliance and related Officer’s Certificates delivered under Section 7.9;

(ii)any information requested by the Issuer or the Rating Agencies (it being understood the 17g-5 Information Provider shall not disclose on the Note Administrator’s Website which Rating Agencies requested such information as provided in Section 14.13);

(iii)any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without satisfaction of the Rating Agency Condition;

(iv)any requests for satisfaction of the Rating Agency Condition that are delivered to the 17g-5 Information Provider pursuant to Section 14.14;

(v)any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 14.13(c); providedthat the summary of such oral communications shall not disclose which Rating Agencies the communication was with;

(vi)any amendment or proposed supplemental indenture to this Agreement pursuant to Section 8.3; and

(vii)the “Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.13(d).

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Website or such other website as the Issuer may notify the parties hereto in writing.

(c)Information shall be posted on the same Business Day of receipt; providedthat such information is received by 12:00 p.m. (Eastern Time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee) has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g‑5 Website to the extent such information was not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt of an NRSRO Certification in the form of Exhibit N hereto (which certification may be submitted electronically via the 17g-5 Website).

(d)Upon request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional information requested by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 14.13. In no event shall the 17g-5 Information Provider

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disclose on the 17g-5 Website the Rating Agency or NRSRO that requested such additional information.

(e)The 17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Website.

(f)Any other information required to be delivered to the Rating Agencies pursuant to this agreement shall be furnished to the Rating Agencies only after the earlier of (x) receipt of confirmation (which may be by email) from the 17g-5 Information Provider that such information has been posted to the 17g-5 Website and (y) two (2) Business Days after such information has been delivered to the 17g-5 Information Provider in accordance with this Section14.13.

(g)Notwithstanding anything to the contrary in this Indenture, a breach of this Section 14.13 shall not constitute a Default or Event of Default.

(h)If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party may have provided with respect to the Mortgage Assets (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g‑5 Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt thereof.

Section 14.14Rating 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 Section14.13 hereof and after receiving actual knowledge of such posting (which may be in the form of an automatic email notification of posting delivered by the 17g-5 Website to such party), the Requesting Party shall send the request for satisfaction of such Condition to the Rating Agencies in accordance with the instructions for notices set forth in Section 14.3 hereof.

Section 14.15Patriot Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee and Note Administrator may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee or Note Administrator, as the case may be. Accordingly, each of the parties agrees to provide to the Trustee and the Note Administrator, upon its request from time to time, such identifying information and documentation as may be available for such party in order to enable the Trustee and the Note Administrator, as applicable, to comply with Applicable Law. The Issuer and Company

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Administrator are subject to laws in the Cayman Islands, which impose similar obligations to the Applicable Laws, including with regard to verifying the identity and source of funds of investors.

ARTICLE 15ASSIGNMENT OF THE MORTGAGE ASSET PURCHASE AGREEMENTS

Section 15.1Assignment of Mortgage Asset Purchase Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and as security for the Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions hereof, hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and to be exercised on behalf of the Issuer by persons responsible therefor pursuant to this Agreement and the Servicing Agreement), all of the Issuer’s estate, right, title and interest in, to and under the Mortgage Asset Purchase Agreement (now or hereafter entered into) (an “Article 15 Agreement”), including, without limitation, (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Seller 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.

(a)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.

(b)Upon the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under each of the Article 15 Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.

(c)The Issuer represents that it has not executed any assignment of the Article 15 Agreement other than this collateral assignment.

(d)The Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may specify.

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(e)The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller in the Mortgage Asset Purchase Agreement to the following:

(i)the Seller consents to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly applicable to the Seller pursuant to the applicable Article 15 Agreement;

(ii)the Seller acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the Mortgage Asset Purchase Agreement to the Trustee for the benefit of the Noteholders, and the Seller agrees that all of the representations, covenants and agreements made by the Seller in the Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the Noteholders;

(iii)the Seller shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or required to be delivered to the Issuer pursuant to the applicable Article 15 Agreement;

(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

USActive 49160317.15    -187-

and proof of delivery of copies of such initial process to it at Benefit Street Partners, L.L.C., c/o Benefit Street Partners Realty Trust, Inc., 142 West 57th Street, Suite 1201, New York, New York 10019, 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 16CURE RIGHTS; PURCHASE RIGHTS

Section 16.1[Reserved]

Section 16.2Mortgage Asset Purchase Agreements. Following the Closing Date, unless a Mortgage Asset Purchase Agreement is necessary to comply with the provisions of this Indenture, the Issuer may acquire Mortgage Assets in accordance with customary settlement procedures in the relevant markets. In any event, the Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain from any seller of a Mortgage Asset, all Asset Documents with respect to each Mortgage Asset that govern, directly or indirectly, the rights and obligations of the owner of the Mortgage Asset with respect to the Mortgage Asset and any certificate evidencing the Mortgage Asset.

Section 16.3Representations and Warranties Related to Ramp-Up Mortgage Assets and Reinvestment Mortgage Assets. (a) Upon the acquisition of any Ramp-Up Mortgage Asset or Reinvestment Mortgage Asset by the Issuer, the related seller shall be required to make representations and warranties substantially in the form attached as Exhibit O with such exceptions as may be relevant.

(a)The representations and warranties in Section 16.3(a) with respect to the acquisition of any Ramp-Up Mortgage Asset or Reinvestment Mortgage Asset may be subject to any modification, limitation or qualification that the Collateral Manager determines to be reasonably acceptable in accordance with the Collateral Management Standard; providedthat the Collateral Manager will provide the Rating Agencies with a report attached to each Monthly Report identifying each such affected representation or warranty and the modification, exception, limitation or qualification received with respect to the acquisition of any Ramp-Up Mortgage Asset or Reinvestment Mortgage Asset during the period covered by the Monthly Report, which report may contain explanations by the Collateral Manager as to its determinations.

(b)The Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain a covenant from the Person making any representation or warranty to the Issuer pursuant to Section 16.3(a) that such Person shall repurchase the related Mortgage Asset if any such representation or warranty is breached (but only after the expiration of any permitted cure periods and failure to cure such breach). The purchase price for any Mortgage Asset repurchased shall be a price equal to the sum of the following (in each case, without duplication) as of the date of such repurchase: (i) the then outstanding Principal Balance of such Mortgage Asset, discounted based on the percentage amount of any discount that was applied when such Mortgage Asset was purchased by the Issuer,

USActive 49160317.15    -188-

plus (ii) accrued and unpaid interest on such Mortgage Asset, plus (iii) any unreimbursed advances made under the Indenture or the Servicing Agreement on the Mortgage Asset, plus (iv) accrued and unpaid interest on advances made under the Indenture or the Servicing Agreement on the Mortgage Asset, plus (v) any reasonable costs and expenses (including, but not limited to, the cost of any enforcement action, incurred by the Issuer or the Trustee in connection with any such repurchase), plus (vi) any Liquidation Fee payable to the Special Servicer in connection with a repurchase of the Mortgage Asset by the Seller.

Section 16.4Operating 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 16.5Purchase Right; Holder of a Majority of the Preferred Shares. If the Issuer, as holder of a Participation, has the right pursuant to the related Asset Documents to purchase any other interest in the same Underlying Whole Loan as the Participation (an “Other Tranche”), the Issuer shall, if directed by the Holder of a Majority of the Preferred Shares, exercise such right, if the Collateral Manager determines, in accordance with the Collateral Management Standard, that the exercise of the option would be in the best interest of the Noteholders, but shall not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of the Holder of a Majority of the Preferred Shares directing the Issuer to exercise such right. In connection with the purchase of any such Other Tranche(s), the Issuer shall assign to the Holder of a Majority of the Preferred Shares or its designee all of its right, title and interest in such Other Tranche(s) in exchange for a purchase price (such price and any other associated expense of such exercise to be paid by the Holder of a Majority of the Preferred Shares) of the Other Tranche(s) (or, if the Asset Documents permit, the Issuer may assign the purchase right to the Holder of a Majority of the Preferred Shares or its designee; otherwise the Holder of a Majority of the Preferred Shares or its designee shall fund the purchase by the Issuer, which shall then assign the Other Tranche(s) to the Holder of a Majority of the Preferred Shares or its designee), which amount shall be delivered by such Holder or its designee from its own funds to or upon the instruction of the Collateral Manager in accordance with terms of the Asset Documents related to the acquisition of such Other Tranche(s). The Issuer shall execute and deliver at the direction of such Holder of a Majority of the Preferred Shares such instruments of transfer or assignment prepared by such Holder, in each case without recourse, as shall be necessary to transfer title to such Holder of the Majority of Preferred Shares or its designee of the Other Tranche(s) and the Trustee shall have no responsibility with regard to such Other Tranche(s). Notwithstanding anything to the contrary herein, any Other Tranche purchased hereunder by the Issuer shall not be subject to the Grant to the Trustee under the Granting Clauses.

ARTICLE 17ADVANCING AGENT

USActive 49160317.15    -189-

Section 17.1Liability 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 17.2Merger 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.

(a)Any Person into which the Advancing Agent may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Advancing Agent shall be a party, or any Person succeeding to the business of the Advancing Agent shall be the successor of the Advancing Agent, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding (it being understood and agreed by the parties hereto that the consummation of any such transaction by the Advancing Agent shall have no effect on the Backup Advancing Agent’s obligations under Section 10.7, which obligations shall continue pursuant to the terms of Section 10.7).

Section 17.3Limitation 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 17.4Representations 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

USActive 49160317.15    -190-

(iii) is duly qualified and in good standing under the laws of each jurisdiction where the Advancing Agent’s ownership or lease of property or the conduct of the Advancing Agent’s business requires, or the performance of this Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under, or on the validity or enforceability of, the provisions of this Indenture applicable to the Advancing Agent;

(b)the Advancing Agent has full power and authority to execute, deliver and perform this Indenture; this Indenture has been duly authorized, executed and delivered by the Advancing Agent and constitutes a legal, valid and binding agreement of the Advancing Agent, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(c)neither the execution and delivery of this Indenture nor the performance by the Advancing Agent of its duties hereunder conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the Articles of Incorporation and bylaws of the Advancing Agent, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Advancing Agent is a party or is bound, (iii) any law, decree, order, rule or regulation applicable to the Advancing Agent of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Advancing Agent or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this Section 17.4(c), either individually or in the aggregate, a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under this Indenture;

(d)no litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent that would materially and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing Agent to perform any of its obligations under this Indenture in accordance with the terms hereof; and

(e)no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been duly made or obtained.

Section 17.5Resignation 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.

USActive 49160317.15    -191-

(a)The Advancing Agent may, subject to Section 17.5(a), resign at any time by giving written notice thereof to the Issuer, the Co‑Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Servicer, the Noteholders and the Rating Agencies.

(b)The Advancing Agent may be removed at any time by Act of Supermajority of the Preferred Shares upon written notice delivered to the Trustee and to the Issuer and the Co‑Issuer.

(c)If the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, the Collateral Manager may, and at the direction of a Majority of the Controlling Class shall, terminate such Advancing Agent and replace such Advancing Agent with a successor Advancing Agent, subject to the satisfaction of the Rating Agency Condition. In the event that the Collateral Manager has not terminated and replaced such Advancing Agent within 30 days of such Advancing Agent’s failure to make a required Interest Advance, the Trustee may, and at the direction of a Majority of the Controlling Class shall, terminate such Advancing Agent and appoint a successor Advancing Agent, subject to the satisfaction of the Rating Agency Condition. Following the termination of the Advancing Agent, the Backup Advancing Agent will be required to make Interest Advances until a successor advancing agent is appointed.

(d)Subject to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignation or removal, the Issuer and the Co‑Issuer shall promptly appoint a successor advancing agent by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co‑Issuer, one copy of which shall be delivered to the Advancing Agent so resigning and one copy to the successor Advancing Agent, together with a copy to each Noteholder, the Collateral Manager, the Trustee, the Note Administrator, the Servicer and the Special Servicer; providedthat such successor Advancing Agent shall be appointed only subject to satisfaction of the Rating Agency Condition, upon the written consent of a Majority of Preferred Shareholders. If no successor Advancing Agent shall have been appointed and an instrument of acceptance by a successor Advancing Agent shall not have been delivered to the Advancing Agent within 30 days after the giving of such notice of resignation, the resigning Advancing Agent, the Trustee, the Note Administrator, or any Preferred Shareholder, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Advancing Agent.

(e)The Issuer and the Co‑Issuer shall give prompt notice of each resignation and each removal of the Advancing Agent and each appointment of a successor Advancing Agent by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the Trustee, the Note Administrator, and to the Holders of the Notes as their names and addresses appear in the Notes Register.

Section 17.6Acceptance of Appointment by Successor Advancing Agent. (a) Every successor Advancing Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Co‑Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator, and the retiring Advancing Agent an instrument accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of the required instruments, the

USActive 49160317.15    -192-

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.

(a)No appointment of a successor Advancing Agent shall become effective unless (1) the Rating Agency Condition has been satisfied with respect to the appointment of such successor Advancing Agent and (2) such successor has a long-term unsecured debt rating of at least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1” from Moody’s.

Section 17.7Removal and Replacement of Backup Advancing Agent. The Note Administrator shall replace any such successor Advancing Agent (excluding the Note Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing Agent’s long-term unsecured debt rating at any time becomes lower than “A2” by Moody’s, and whose short-term unsecured debt rating becomes lower than “P-1” by Moody’s, with a successor Advancing Agent that has a long-term unsecured debt rating of at least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1” from Moody’s.

USActive 49160317.15    -193-

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

BSPRT 2018-FL4 ISSUER, LTD., as Issuer

Executed as a deed

By: /s/ Micah Goodman    
Name: Micah Goodman
Title: Authorized Signatory

USActive 49160317.15BSPRT 2018-FL4 – Indenture

BSPRT 2018-FL4 CO-ISSUER, LLC, as Co‑Issuer

By: /s/ Micah Goodman    
Name: Micah Goodman
Title: Authorized Signatory

USActive 49160317.15BSPRT 2018-FL4 – Indenture

BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Advancing Agent

By: /s/ Micah Goodman    
Name: Micah Goodman
Title: Authorized Signatory

USActive 49160317.15BSPRT 2018-FL4 – Indenture

U.S. BANK NATIONAL ASSOCIATION, as Note Administrator

By: /s/ Scott D. DeRoss    
Name: Scott D. DeRoss
Title:Vice President

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ Scott D. DeRoss    
Name: Scott D. DeRoss
Title:Vice President

U.S. BANK NATIONAL ASSOCIATION, as Custodian

By: /s/ Scott D. DeRoss    
Name: Scott D. DeRoss
Title:Vice President

U.S. BANK NATIONAL ASSOCIATION, as Custodian

By: /s/ Kevin E. Brown    
Name: Kevin E. Brown
Title:Vice President

USActive 49160317.15BSPRT 2018-FL4 – Indenture

SCHEDULE A
MORTGAGE ASSET SCHEDULE

Mortgage Asset	Mortgage Asset Type
Orlando Multifamily Portfolio	Pari Passu Participation
Bushwick Evergreen Portfolio	Pari Passu Participation
Olympic Springs Multifamily Portfolio	Pari Passu Participation
Tulsa Multifamily Portfolio	Pari Passu Participation
Two Tower Center	Whole Loan
Vernon Tower	Pari Passu Participation
Time Hotel - Midtown NYC	Whole Loan
Grand Traverse Crossing	Pari Passu Participation
Whizin Market Square	Whole Loan
Tuscan Heights	Whole Loan
Westin BWI Airport	Pari Passu Participation
DoubleTree New Orleans Airport	Whole Loan
Jacksonville Hotel Portfolio	Pari Passu Participation
Brentwood Apartments	Pari Passu Participation
ArborOne Apartment Portfolio	Whole Loan
Stanford Oaks	Pari Passu Participation
The Sphere	Senior Participation
Saint Louis Place	Pari Passu Participation
Signature Place	Pari Passu Participation
Plaza Grande at Garden State Park	Senior Participation
Postbrook East Apartments	Whole Loan
Delta by Marriott Knoxville	Pari Passu Participation
DealPoint Merrill Self-Storage - Cleveland	Pari Passu Participation
The Marc	Pari Passu Participation
Sheraton Suites Fort Lauderdale Plantation	Pari Passu Participation
Mesa Verde Apartments	Pari Passu Participation
Oakland Hills Apartments	Pari Passu Participation
Shillito Park Apartments	Pari Passu Participation
Shingle Creek Crossing	Pari Passu Participation
16200 Ventura Boulevard	Pari Passu Participation
Kendall Pointe Retail	Pari Passu Participation
Van Eyck & Del Sarto	Pari Passu Participation

USActive 49160317.15    Sch. A-1

SCHEDULE B
LIBOR

Calculation of LIBOR

For purposes of calculating the London Interbank Offer Rate (“LIBOR”), the Issuer and the Co‑Issuer shall initially appoint the Note Administrator as calculation agent (in such capacity, the “Calculation Agent”). LIBOR with respect to any Interest Accrual Period shall be determined by the Calculation Agent in accordance with the following provisions:

1.On the second London Banking Day preceding the first Business Day of an Interest Accrual Period (each such day, a “LIBOR Determination Date”), LIBOR (other than for the initial Interest Accrual Period) shall equal the rate, as obtained by the Calculation Agent, for deposits in U.S. Dollars for a period of one month, which appears on the Reuters Page LIBOR01 (or such other page that may replace that page on such service for the purpose of displaying comparable rates) as reported by Bloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the LIBOR Determination Date. “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

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

3.In respect of the initial Interest Accrual Period, LIBOR shall be determined on the second London Banking Day preceding the Closing Date.

4.Notwithstanding the foregoing, in no event shall LIBOR be less than zero.

USActive 49160317.15    Sch. B-1

In making the above calculations, (A) all percentages resulting from the calculation (other than the calculation determined pursuant to clause (c) above) shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (0.00001%) and (B) all percentages determined pursuant to clause (c) above shall be rounded, if necessary, in accordance with the method set forth in (A), but to the same degree of accuracy as the two rates used to make the determination (except that such percentages shall not be rounded to a lower degree of accuracy than the nearest one thousandth of a percentage point (0.001%)).

In the event the Servicer determines with respect to the Mortgage Loans that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR (a “Successor Benchmark Rate Event” ), then the Servicer will deliver notice to the Calculation Agent and the Trustee that the Class A Rate, the Class A-S Rate, the Class B Rate, the Class C Rate, the Class D Rate, the Class E Rate, the Class F Rate and the Class G Rate for each Payment Date thereafter will be modified to be the Prime Rate plus the Prime Rate Spread for the applicable Class of Notes (but in no event will the Note rate for any Class of Notes be less than the applicable LIBOR Spread).

If the Servicer later determines with respect to the Mortgage Loans that the event(s) or circumstance(s) that resulted in such conversion to the Prime Rate are no longer applicable, then the Class A Rate, the Class A-S Rate, the Class B Rate, the Class C Rate, the Class D Rate, the Class E Rate, the Class F Rate and the Class G Rate for each Payment Date thereafter will revert back to be LIBOR plus the original LIBOR Spread for the applicable Class of Notes.

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

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

“LIBOR Spread” means, with respect to each Class of Notes, the percentage over LIBOR used to determine the Class A Rate, the Class A-S Rate, the Class B Rate, the Class C Rate, the Class D Rate, the Class E Rate, the Class F Rate and the Class G Rate.

USActive 49160317.15    Sch. B-2

SCHEDULE C
LIST OF AUTHORIZED OFFICERS OF COLLATERAL MANAGER

Name	Title
Thomas J. Gahan	Chief Executive Officer
Michael E. Paasche	Senior Managing Director
Richard Byrne	President
David J. Manlowe	Chief Operating Officer and Senior Managing Director
Michael Comparato	Managing Director and Head of BSP CRE
Matt Jacobs	Managing Director and Chief Credit Officer of BSP CRE
Tanya Mollova	Managing Director and Head of Asset Management
Tiffany Putman	Managing Director and Head of Securitization
Jerry Wong	Managing Director and Head of CRE Structuring and Trading
Micah J. Goodman	Managing Director and General Counsel
Jerome Baglien	CFO Commercial Real Estate Debt

USActive 49160317.15    Sch. C-1

EX-31.1

Exhibit 31.1

I, Richard J. Byrne, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Benefit Street Partners Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2018 /s/ Richard J. Byrne_____________ Richard J. Byrne Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Jerome S. Baglien, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Benefit Street Partners Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2018 /s/ Jerome S. Baglien______________ Jerome S. Baglien Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of Benefit Street Partners Realty Trust, Inc. (the “Company”), each hereby certify to his knowledge as follows:

The Quarterly Report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2018 /s/ Richard J. Byrne_________________ Richard J. Byrne Chief Executive Officer and President (Principal Executive Officer) /s/ Jerome S. Baglien_________________ Jerome S. Baglien Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 31, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Benefit Street Partners Realty Trust, Inc.
Entity Central Index Key	0001562528
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		37,673,804

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Consolidated Balance Sheets - USD ($) $ in Thousands		Sep. 30, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents		$ 55,471	$ 83,711
Restricted cash		10,570	7,997
Commercial mortgage loans, held for investment, net of allowance of $4,968 and $1,466		2,135,734	1,402,046
Commercial mortgage loans, held-for-sale, measured at fair value		105,976	28,531
Real estate securities, available-for-sale, at fair value		27,048	0
Derivative instruments, at fair value		1,987	132
Receivable for loan repayment	[1]	35,453	49,085
Accrued interest receivable		11,606	8,152
Prepaid expenses and other assets		3,545	4,007
Total assets		2,387,390	1,583,661
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations		983,546	826,150
Other financing - commercial mortgage loans		0	25,698
Derivative instruments, at fair value		565	357
Interest payable		2,484	1,544
Distributions payable		5,116	3,917
Accounts payable and accrued expenses		6,682	4,510
Due to affiliates		3,315	6,421
Total liabilities		1,589,309	973,322
Commitments and Contingencies
Preferred stock		0	0
Common stock, $0.01 par value, 949,999,000 shares authorized, 37,477,393 and 31,834,072 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		376	320
Additional paid-in capital		796,278	704,101
Accumulated other comprehensive income (loss)		171	0
Accumulated deficit		(94,480)	(94,082)
Total stockholders' equity		702,345	610,339
Total liabilities and stockholders' equity		2,387,390	1,583,661
Variable Interest Entity, Primary Beneficiary
ASSETS
Cash and cash equivalents		35,768	49,017
Restricted cash		35,500	48,700
Commercial mortgage loans, held for investment, net of allowance of $4,968 and $1,466		1,239,811	1,033,427
Accrued interest receivable		3,768	4,212
Total assets		1,279,347	1,086,656
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest payable		1,765	1,462
Total liabilities		1,074,109	914,262
Redeemable Convertible Preferred Stock Series A
LIABILITIES AND STOCKHOLDERS' EQUITY
Preferred stock		95,736	0
Commercial mortgage loans
LIABILITIES AND STOCKHOLDERS' EQUITY
Repurchase agreements		565,329	65,690
Repurchase agreements - real estate securities
LIABILITIES AND STOCKHOLDERS' EQUITY
Repurchase agreements		$ 22,272	$ 39,035

[1] (1) Includes $35.5 million and $48.7 million of cash held by servicer related to CLO loan payoffs as of September 30, 2018 and December 31, 2017, respectively.

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Allowance for loan losses	$ 4,968	$ 1,466
Preferred stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	49,980,000	49,980,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	949,999,000	949,999,000
Common stock, shares issued (in shares)	37,477,393	31,834,072.000
Common stock, shares outstanding (in shares)	37,477,393	31,834,072.000
Redeemable Convertible Preferred Stock Series A
Preferred stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000	20,000
Preferred stock, shares issued (in shares)	19,215	0
Preferred stock, shares outstanding (in shares)	19,215	0

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues [Abstract]
Interest income	$ 42,943	$ 22,195	$ 106,478	$ 61,917
Less: Interest expense	17,120	8,845	50,183	21,990
Net interest income	25,823	13,350	56,295	39,927
Operating Expenses [Abstract]
Asset management and subordinated performance fee	2,720	2,299	7,227	6,952
Acquisition fees and acquisition expenses	173	1,685	289	4,175
Administrative services expenses	3,501	1,480	9,822	3,285
Professional fees	2,556	1,348	6,803	3,320
Other expenses	774	1,411	3,896	2,773
Total expenses	9,724	8,223	28,037	20,505
Other Income and Expenses [Abstract]
Loan loss provision/(recovery)	1,066	(641)	3,502	(222)
Realized (gain)/loss on commercial mortgage loans held-for-sale	20	(378)	48	1,587
Realized (gain)/loss on commercial mortgage loans held-for-sale, measured at fair value	(3,419)	0	(9,765)	0
Realized (gain)/loss on sale of real estate securities	107	0	107	(172)
Unrealized (gain)/loss on commercial mortgage loans held-for-sale	0	27	0	(220)
Unrealized (gain)/loss on commercial mortgage loans held-for-sale, measured at fair value	231	0	(474)	0
Unrealized (gain)/loss on derivatives	(1,272)	(583)	(1,162)	(583)
Realized (gain)/loss on derivatives	41	18	(1,476)	18
Total other (income)/loss	(3,226)	(1,557)	(9,220)	408
Income/(loss) before taxes	19,325	6,684	37,478	19,014
Provision/(benefit) for income tax	325	(291)	1,080	(291)
Net income	19,000	6,975	36,398	19,305
Preferred Stock Dividends and Other Adjustments	1,255	0	1,271	0
Net income applicable to common stock	$ 17,745	$ 6,975	$ 35,127	$ 19,305
Basic net income per share (in dollars per share)	$ 0.49	$ 0.22	$ 1.07	$ 0.61
Diluted net income per share (in dollars per share)	$ 0.49	$ 0.22	$ 1.07	$ 0.61
Basic weighted-average shares outstanding (in shares)	35,468,648	31,741,679	32,977,572	31,778,169
Diluted weighted average shares outstanding (in shares)	38,942,428	31,756,503	34,168,274	31,790,267

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 19,000	$ 6,975	$ 36,398	$ 19,305
Unrealized gain/(loss) on available-for-sale securities	194	(448)	171	500
Comprehensive income attributable to Benefit Street Partners Realty Trust, Inc.	$ 19,194	$ 6,527	$ 36,569	$ 19,805

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Consolidated Statement of Changes In Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Balance, shares at Dec. 31, 2017		31,834,072
Balance at Dec. 31, 2017	$ 610,339	$ 320	$ 704,101	$ 0	$ (94,082)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)		5,888,935
Issuance of common stock	96,840	$ 59	96,781
Common stock repurchases (in shares)		(809,023)
Common stock repurchases	(15,085)	$ (8)	(15,077)
Common stock issued through distribution reinvestment plan (in shares)		557,634
Common stock issued through distribution reinvestment plan	10,596	$ 5	10,591
Share-based compensation (in shares)		5,775
Share-based compensation	118		118
Offering costs	(236)		(236)
Net income	36,398				36,398
Distributions declared	(36,796)				(36,796)
Other comprehensive income	171			171
Balance, shares at Sep. 30, 2018		37,477,393
Balance at Sep. 30, 2018	$ 702,345	$ 376	$ 796,278	$ 171	$ (94,480)

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Consolidated Statements of Cash Flows $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Cash flows from operating activities:
Net income	$ 19,000	$ 6,975	$ 36,398	$ 19,305
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net			(3,456)	(1,617)
Accretion of deferred commitment fees			(1,400)	(1,887)
Amortization of deferred financing costs			10,788	3,735
Share-based compensation			118	56
Change in unrealized losses on commercial mortgage loans held-for-sale			(474)	(220)
Change in unrealized (gain)/losses on derivative instruments			(1,162)	(583)
Loan loss provision/(recovery)	1,066	(641)	3,502	(222)	$ (715)
Deferred income taxes			0	(291)
Origination of commercial mortgage loans, held-for-sale			(444,496)	(60,950)
Proceeds from sale of commercial mortgage loans, held-for-sale			377,263	88,352
Realized (gain)/loss from sale of real estate securities			107	0
Realized (gain)/loss from sale of commercial mortgage loans held-for-sale			(9,717)	1,587
Changes in assets and liabilities:
Accrued interest receivable			(2,054)	1,240
Prepaid expenses and other assets			(2,553)	(4,717)
Accounts payable and accrued expenses			2,172	3,084
Due to affiliates			(3,106)	519
Interest payable			940	405
Net cash (used in)/provided by operating activities			(37,130)	47,796
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans, held for investment			(1,278,978)	(565,094)
Proceeds from commercial mortgage loans, held for sale			2,218
Principal repayments received on commercial mortgage loans, held for investment			556,465	176,138
Purchase of real estate securities			(39,511)	0
Proceeds from sale of real estate securities			12,456	34,888
Principal repayments received on real estate securities			0	15,000
Purchase of derivative instruments			(520)	(383)
Net cash (used in)/provided by investing activities			(747,870)	(339,451)
Cash flows from financing activities:
Proceeds from issuances of redeemable convertible preferred stock			96,075	0
Proceeds from issuances of common stock			96,840	0
Common stock repurchases			(15,072)	(20,546)
Payments of offering costs and fees related to common stock issuances			(236)	0
Borrowings under collateralized loan obligations			488,000	339,500
Repayments of collateralized loan obligations			(331,656)	(97,470)
Borrowings on repurchase agreements - commercial mortgage loans			1,566,956	368,745
Repayments of repurchase agreements - commercial mortgage loans			(1,067,282)	(307,024)
Borrowings on repurchase agreements - real estate securities			146,692	343,151
Repayments of repurchase agreements - real estate securities			(163,454)	(370,754)
Borrowings on other financing - commercial mortgage loans			0	36,200
Repayments on other financing - commercial mortgage loans			(26,182)	(5,274)
Payments of deferred financing costs			(6,230)	(6,598)
Distributions paid			(25,118)	(31,328)
Net cash (used in)/provided by financing activities			759,333	248,602
Net change in cash, cash equivalents and restricted cash			(25,667)	(43,053)
Cash, cash equivalents and restricted cash beginning of period			91,708	123,069	123,069
Cash, cash equivalents and restricted cash, end of period	66,041	80,016	66,041	80,016	91,708
Supplemental disclosures of cash flow information:
Interest paid			38,455	17,850
Taxes paid			340	0
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan			10,478	16,349
Loans transferred to commercial real estate loans, held-for-sale, transferred at fair value			0	31,207
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	55,471	72,262	55,471	72,262	83,711
Restricted cash	$ 10,570	$ 7,754	$ 10,570	$ 7,754	$ 7,997

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Organization and Business Operations

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Organization and Business Operations

Benefit Street Partners Realty Trust, Inc. (the "Company"), formerly known as Realty Finance Trust, Inc., is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company was incorporated in Maryland on November 15, 2012 and commenced operations on May 14, 2013.

The Company made a tax election to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. The Company believes that it has qualified as a REIT and intends to continue to meet the requirements for qualification and taxation as a REIT. The Company, through a subsidiary which is treated as a taxable REIT subsidiary (a "TRS") is indirectly subject to U.S federal, state and local income taxes. The majority of the Company's business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP.

The Company has no direct employees. Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant to an Advisory Agreement executed on September 29, 2016 (the “Advisory Agreement”), as amended and restated by the Amended and Restated Advisory Agreement executed on January 19, 2018 (the "Amended and Restated Advisory Agreement"). The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), is a credit-focused alternative asset management firm. Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of the Company's assets and the operations of the Company. Prior to September 29, 2016, Realty Finance Advisor, LLC ("Former Advisor") was the Company's advisor.

The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") at a profit.

The Company may also invest in commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs").

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent interim periods.

Certain prior-period amounts have been reclassified to conform to current presentation. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. The current period’s results of operations will not necessarily be indicative of results in any subsequent reporting period.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2017, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 16, 2018. There have been no significant changes to the Company's significant accounting policies during the three months and nine months ended September 30, 2018.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.

The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheet in accordance with ASC 810, Consolidation.

Acquisition Fees and Acquisition Expenses

Acquisition fees and acquisition expenses paid to the Company's Advisor in connection with the origination and acquisition of commercial mortgage loan investments and acquisition of real estate securities are evaluated based on the nature of the expense to determine if they should be expensed in the period incurred or capitalized and amortized over the life of the investment. The Company capitalizes certain direct costs relating to loan origination and acquisition activities and real estate securities acquisitions. Such costs are amortized over the life of the investment.

Until September 2017; the Company incurred both acquisition fees and acquisition expenses payable to the Advisor. Since September 2017, pursuant to the terms of the Advisory Agreement, the Advisor is no longer entitled to acquisition fees but continues to be entitled to reimbursement for acquisition expenses.

Commercial Mortgage Loans

Held-for-Investment - Commercial mortgage loans that are held for investment are anticipated to be held until maturity and are carried at cost, net of unamortized acquisition expenses, discounts or premiums. Commercial mortgage loans, held for investment purposes, that are deemed to be impaired are carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exit fees is recognized in interest income in the Company's consolidated statements of operations.

Held-for-Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for-sale and are transferred at fair value and recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held-for-sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale. During the nine months ended September 30, 2018, the Company originated $5.9 million of commercial mortgage loans held-for-sale and sold these loans during the period for net proceeds of approximately $5.9 million.

Held-for-Sale, Accounted for Under the Fair Value Option - The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option. These commercial mortgage loans are included in Commercial mortgage loans, held-for-sale, measured at fair value in the consolidated balance sheet. Interest income received on commercial mortgage loans held-for-sale is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations.

As of September 30, 2018, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $106.0 million and $105.5 million, respectively. As of December 31, 2017, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $28.5 million. None of the Company's commercial mortgage loans accounted for under the fair value option are in default or are greater than ninety days past due. For the three and nine months endedSeptember 30, 2018, the Company realized a gain of $3.4 million and $9.8 million, respectively, relating to the sale of commercial mortgage loans that are accounted for under the fair value option. The Company did not have any realized gain or loss relating to the sale of commercial mortgage loans that are accounted for under the fair value option for the three and nine months endedSeptember 30, 2017.

Allowance for Loan Losses

The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased or decreased through the loan loss provision or recovery on the Company's consolidated statements of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.

General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The Company estimates loss rates based on historical realized losses experienced in the industry, given the fact the Company has not experienced significant losses, and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishing the allowance for loan losses. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographic location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.

The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on an individual loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.

For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans.

The Company designates non-performing loans at such time as (i) loan payments become 90-days past due; (ii) the loan has a maturity default; or (iii) in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-performing and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. Any interest received for loans in non-performing status will be applied as a reduction to the unpaid principal balance. A loan will be written off when it is no longer realizable and legally discharged.

Income Taxes

The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a taxable year, it will not be subject to U.S. federal income tax on the REIT taxable income that it distributes. The Company did not have any undistributed REIT taxable income for the period ended September 30, 2018 and therefore, has not provided for REIT U.S. federal income tax expense. However, even if the Company qualifies for taxation as a REIT, the Company and its subsidiaries may be subject to a variety of taxes, including payroll taxes and certain state and local income, property, excise and franchise taxes. The Company could also be subject to U.S. federal income tax in certain circumstances.

The Company owns a subsidiary that has elected to be treated as a TRS for U.S. federal, state and local income taxes, where applicable, as a C-corporation. TRSs can participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria and are conducted within the parameters of certain limitations established by the Internal Revenue Code ("the Code"). For U.S. federal income tax purposes, the Company’s TRS is not consolidated with the Company, but instead taxed as a separate C-corporation.

For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. The Company's TRS recognized pre-tax income of approximately $1.4 million and $4.7 million for the three and nine months endedSeptember 30, 2018, respectively, and U.S. federal, state and local income tax expense of $0.3 million and $1.1 million for the three and nine months endedSeptember 30, 2018. These amounts have been included on the accompanying consolidated statements of operations. The Company's TRS did not have any pre-tax income or tax expense for the three and nine months ended September 30, 2017, respectively.

The Company’s tax returns are subject to audit by taxing authorities. As of September 30, 2018, the tax years 2014, 2015, 2016 and 2017 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. Under GAAP, a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement.

The Company has assessed its tax positions for all open tax years beginning with its taxable year ended December 31, 2014 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.

Enacted on December 22, 2017, the recently passed Tax Cuts and Jobs Act ("TCJA") made many significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. Pursuant to this legislation, as of January 1, 2018, the U.S. federal income tax rate applicable to corporations is reduced to 21%, and the corporate alternative minimum tax is repealed.

In addition, through taxable years ending in 2025, the highest marginal income tax rate applicable to individuals, estates and trusts is reduced to 37% and those taxpayers may deduct up to 20% of certain pass-through income, including ordinary REIT dividends that are not "capital gain dividends" or "qualified dividend income," subject to certain limitations. For taxpayers qualifying for the full deduction, the effective maximum tax rate on ordinary REIT dividends would be 29.6% (excluding the 3.8% net investment income tax).

The reduced corporate tax rate applies to the Company's TRS and any other TRS it forms. Changes in tax rates and tax laws are accounted for in the period of enactment. The amounts recorded in the consolidated statement of operations are provisional. Due to the timing of the enacted legislation, as well as the technical corrections, amendments or administrative guidance that could clarify the treatment of certain provisions, the Company will continue to evaluate its conclusions and update its estimates as necessary.

Commencing in taxable years beginning after December 31, 2017, Section 163(j) of the Code, as amended by TCJA, limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” ("ATI") subject to certain exceptions. The Company does not expect to be subject to this limitation because it does not expect to have interest expense in excess of the sum of its interest income and 30% of its ATI. However, the limitation could cause the Company’s TRS or any other TRS it forms to have greater taxable income and thus potentially greater corporate tax liability.

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives.  The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility.  The Company may use a variety of derivative instruments that are considered conventional, such as interest rate swaps, Treasury note futures and credit derivatives on various indices including CMBX and CDX.

The Company recognizes all derivatives on the consolidated balance sheets at fair value.  The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in unrealized gain/(loss) on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets within the Restricted cash line of the consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.

Per Share Data

The Company’s redeemable convertible preferred stock Series A (the "Preferred Stock") is considered a participating security. As such, the Company is required to include the Preferred Stock in the calculation of basic earnings per share and calculate basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan or upon conversion of the outstanding shares of the Company’s Preferred Stock, except when doing so would be anti-dilutive.

Reportable Segments

The Company has determined that it has three reportable segments based on how the chief operating decision maker reviews and manages the business. The three reporting segments are as follows:

• The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consist of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit operated business through the Company's TRS, which is focused on originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

See Note 13 - Segment Reporting for further information regarding the Company's segments.

Redeemable Convertible Preferred Stock

The Company’s Preferred Stock is classified outside of permanent equity in the consolidated balance sheets. This classification is applicable because, subject to certain conditions, the Preferred Stock is redeemable at the option of the holder of Preferred Stock, outside of the control of the Company. As set forth in the Articles Supplementary (the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, the Preferred Stock is redeemable for shares of the Company's common stock, $0.01 par value per share (the "Common Stock") at the option of the shareholder upon a change of control (as defined in the Articles Supplementary) or after the sixth anniversary of the date of issuance. A change in control of the Company outside of the Company’s control is possible if any person acquires more than 50% of the total economic interests or voting power of all securities of the Company, other than in a liquidity event.

Shares of Preferred Stock rank senior to shares of Common Stock with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Preferred Stock will be equal to the greater of (i) an amount equal to $16.67 per share and (ii) the monthly dividend that would have been paid had such share of Preferred Stock been converted to a share of Common Stock, subject to proration in the event that such share of Preferred Stock was not outstanding for the full month.

Immediately prior to a “Liquidity Event”, each outstanding share of Preferred Stock shall convert (the “Mandatory Conversion”) into 299.2 shares of Common Stock, subject to anti-dilution adjustments (the “Conversion Rate”). A “Liquidity Event” is defined as (i) the listing of the Common Stock on a national securities exchange or quotation on an electronic inter-dealer quotation system; (ii) a merger or business combination involving the Company pursuant to which outstanding shares Common Stock are exchanged for securities of another company which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system; or (iii) any other transaction or series of transaction that results in all shares of Common Stock being transferred or exchange for cash or securities which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system. If there has not been a Liquidity Event within six years from the initial issuance of the Preferred Stock, each holder of Preferred Stock shall have the right to convert all, but not less than all, of the Preferred Stock held by such holder into Common Stock at the Conversion Rate. Each holder also has the option to convert its shares of Preferred Stock into Common Stock upon a change in control (as defined in the Articles Supplementary) of the Company. In addition, neither the Company nor a holder of shares of Preferred Stock may redeem shares of the Preferred Stock until six years from the initial issuance of the Preferred Stock, except in cases of a change in control (as defined in the Articles Supplementary).

Holders of the Preferred Stock are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of Common Stock are entitled to vote, upon which the holders of the Preferred Stock and holders of the Common Stock shall vote together as a single class. The number of votes applicable to a share of Preferred Stock will be equal to the number of shares of Common Stock a share of Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of Common Stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Preferred Stock is required to approve the issuance of any equity securities senior to the Preferred Stock and to take certain actions materially adverse to the holders of the Preferred Stock.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. ASU 2014-09 broadly amends the accounting guidance for revenue recognition. ASU 2014-09 is effective for the first interim or annual period beginning after December 15, 2017, and is to be applied retrospectively. The Company adopted this guidance on January 1, 2018 and it did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In November 2016, the FASB issued guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. The Company adopted this guidance on January 1, 2018 and applied the guidance retrospectively to our prior period consolidated statement of cash flows.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.

In February 2018, the FASB issued guidance that allows an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income into retained earnings. The amendments become effective for reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In August 2018, the FASB issued guidance that is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The amendments become effective for reporting periods beginning after December 15, 2019, and early adoption is permitted for adoption of the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the impact of this new guidance.

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Commercial Mortgage Loans

9 Months Ended

Sep. 30, 2018

Receivables [Abstract]

Commercial Mortgage Loans

Commercial Mortgage Loans

The following table is a summary of the Company's commercial mortgage loans, held-for-investment, carrying values by class (dollars in thousands):

	September 30, 2018		December 31, 2017
Senior loans	$	2,113,557	$	1,368,425
Mezzanine loans	27,145		35,087
Total gross carrying value of loans	$	2,140,702	$	1,403,512
Less: Allowance for loan losses	4,968		1,466
Total commercial mortgage loans, held for investment, net	$	2,135,734	$	1,402,046

The following table presents the activity in the Company's allowance for loan losses (dollars in thousands):

	Nine Months Ended September 30, 2018		Year Ended December 31, 2017
Beginning of period	$	1,466	$	2,181
Loan loss provision/(recovery) (1)	3,502		(715		)
Charge-offs	—		—
Recoveries	—		—
Ending allowance for loan losses	$	4,968	$	1,466

⁽¹⁾ Includes $4.1 million loan loss provision specifically reserved on one loan in non-performing status as of September 30, 2018.

As of September 30, 2018 and December 31, 2017, the Company's total commercial mortgage loan portfolio, excluding commercial mortgage loans accounted for under the fair value option, was comprised of 100 and 69 loans, respectively.

The following table represents the composition by loan type of the Company's commercial mortgage loans portfolio, excluding commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	875,134	40.7	%	$	505,189	35.9	%
Office	481,086		22.4	%	455,698		32.4	%
Retail	255,856		11.9	%	209,598		14.9	%
Hospitality	336,064		15.6	%	184,025		13.1	%
Industrial	53,871		2.5	%	53,208		3.7	%
Mixed-Use	112,105		5.2	%	—		—	%
Self-Storage	36,057		1.7	%	—		—	%
Total	$	2,150,173	100.0	%	$	1,407,718	100.0	%

As of September 30, 2018 and December 31, 2017, the Company's total commercial mortgage loans, held-for-sale, measured at fair value comprised of 12 and 3 loans, respectively.

The following table represents the composition by loan type of the Company's commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	27,700	26.3	%	$	28,531	100.0	%
Retail	42,030		39.8	%	—		—	%
Hospitality	23,273		22.1	%	—		—	%
Self-Storage	12,500		11.8	%	—		—	%
Total	$	105,503	100.0	%	$	28,531	100.0	%

Credit Characteristics

As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held-for-sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:

Investment Rating	Summary Description
1	Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2	Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3	Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4	Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5	Underperforming investment with expected loss of interest and some principal.

All commercial mortgage loans, excluding loans classified as commercial mortgage loans, held-for-sale, measured at fair value within the consolidated balance sheet, are assigned an initial risk rating of 2.0. As of September 30, 2018 and December 31, 2017, the weighted average risk rating of loans was 2.1 and 2.2, respectively. As of September 30, 2018 the Company had one loan with an unpaid principal balance of $16.8 million and fair value of $12.1 million in non-performing status. The Company applied six months of interest received of $0.6 million on this loan as a reduction to the unpaid principal balance. During the three and nine months ended September 30, 2018, the Company recorded $1.3 million and $4.1 million respectively, of asset-specific reserve included in loan loss provision/(recovery) on the consolidated statement of operations. As of December 31, 2017, the Company did not have any loans that were past due on their payments, in non-performing status or impaired.

For the nine months endedSeptember 30, 2018 and year ended December 31, 2017, the activity in the Company's commercial mortgage loans, held-for-investment portfolio was as follows (dollars in thousands):

	Nine Months Ended September 30, 2018			Year Ended December 31, 2017
Balance at Beginning of Year	$	1,402,046		$	1,046,556
Acquisitions and originations	1,286,948			837,861
Principal repayments	(542,833		)	(381,933		)
Discount accretion and premium amortization	3,284			2,554
Loans transferred to commercial real estate loans, held-for-sale	(2,250		)	(100,005		)
Net fees capitalized into carrying value of loans	(7,959		)	(3,702		)
Loan loss recovery/(provision)	(3,502		)	715
Balance at End of Period	$	2,135,734		$	1,402,046

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Real Estate Securities

9 Months Ended

Sep. 30, 2018

Investments, Debt and Equity Securities [Abstract]

Real Estate Securities

Real Estate Securities

The following is a summary of the Company's real estate securities, CMBS (in thousands):

		Weighted Average
	Number of Investments	Interest Rate		Maturity	Par Value		Fair Value
September 30, 2018	2	4.7	%	December 2023	$	26,750	$	27,048
December 31, 2017	—	—	%	N/A	—		—

The Company classified its CMBS as available-for-sale as of September 30, 2018. The investment is reported at fair value in the consolidated balance sheet with changes in fair value recorded in Accumulated other comprehensive income or loss.

During the quarter ended September 30, 2018, the Company purchased and subsequently sold $15.8 million par amount of CMBS, and recognized a loss of $0.1 million.

The following table shows the amortized cost, unrealized gains/losses and fair value of the Company's CMBS investments as of September 30, 2018 and December 31, 2017 (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
September 30, 2018	$	26,877	$	171	$	—	$	27,048
December 31, 2017	—		—		—		—

As of September 30, 2018, the Company held two CMBS positions with an aggregate carrying value of $26.9 million, and a net unrealized gain of $0.2 million. As of December 31, 2017, the Company held no CMBS positions.

The following table provides information on the amounts of gains (losses) on the Company's real estate securities, CMBS, available-for-sale (dollars in thousands):

	Three Months Ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
Unrealized gain (loss) available-for-sale securities	$	194	$	(448	)	$	171	$	19
Reclassification of net (gain) loss on available-for-sale securities included in net income (loss)	—		—			—		481
Unrealized gain (loss) available-for-sale securities, net of reclassification adjustment	$	194	$	(448	)	$	171	$	500

The amounts reclassified for net (gain) loss on available-for-sale securities are included in the realized (gain) loss on sale of real estate securities in the Company's consolidated statements of operations.

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Debt

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

Repurchase Agreements - Commercial Mortgage Loans

The Company entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" ) and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility (the "Repo Facilities").

Advances under the JPM Repo Facility currently accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.40%. Borrowings under the GS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) a spread over LIBOR of between 2.35% to 2.85%, depending on the attributes of the purchased asset, and (ii) 0.50%. Borrowings under the USB Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 3.00%, depending on the attributes of the purchased assets. Borrowings under the CS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.50% depending on the attributes of the purchased assets.

The Company entered into a repurchase facility with Barclays Bank PLC (the "Barclays Facility") on September 19, 2017. Borrowings under the Barclays Facility accrue interest, at the Company's option, at per annum rates equal to (i) a spread over the Base Rate of 1.75% or (ii) a spread over the Eurodollar Rate of 2.75%, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date.

The details of the Company's Repo Facilities and the Barclays Facility at September 30, 2018 and December 31, 2017 are as follows (dollars in thousands):

As of September 30, 2018							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	520,000	$	241,282	$	6,601	4.32	%	1/30/2020
GS Repo Facility (3)	250,000		—		415		N/A		12/27/2018
USB Repo Facility (4)	100,000		14,651		502		3.91	%	6/15/2020
CS Repo Facility (5)	300,000		309,396		5,301		4.37	%	6/19/2019
Barclays Facility (6)	100,000		—		1,145		N/A		9/19/2019
Total	$	1,270,000	$	565,329	$	13,964

__________________________

⁽¹⁾ For the nine months ended September 30, 2018. Includes amortization of deferred financing costs.

⁽²⁾ On January 30, 2018 the committed financing amount was upsized from $300 million to $520 million and the maturity date was amended to January 30, 2020. Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ On July 19, 2018, the committed financing amount was upsized from $250 million to $300 million. On June 20, 2018, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to June 19, 2019. In September 2018, the CS Repo Facility lender agreed to a temporary increase to the committed financing amount on one specific pledged asset.

⁽⁶⁾ On July 30, 2018, the committed financing amount was upsized from $75 million to $100 million. Includes a one-year extension at the Company's option.

As of December 31, 2017							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	300,000	$	42,042	$	7,064	3.48	%	6/12/2019
GS Repo Facility (3)	250,000		13,500		3,213		3.74	%	12/27/2018
CS Repo Facility (5)	250,000		10,148		58		N/A		8/30/2018
USB Repo Facility (4)	100,000		—		163		N/A		6/15/2020
Barclays Facility (6)	75,000		—		14		N/A		9/19/2019
Total	$	975,000	$	65,690	$	10,512

_______________________

⁽¹⁾ For the nine months ended September 30, 2017. Includes amortization of deferred financing costs.

⁽²⁾ Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.

⁽⁶⁾ Includes a one-year extension at the Company's option.

We expect to use the advances from the Repo Facilities and the Barclays Facility to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.

The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position. As of September 30, 2018 and December 31, 2017, the Company is in compliance with all debt covenants.

Other financing - Commercial Mortgage Loans

The Company entered into a financing arrangement with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017. The PWB Financing provided the Company with $36.2 million and is collateralized by a portfolio asset of $54.2 million. The PWB Financing accrued interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.0%. The PWB Financing had a maturity date of June 9, 2019. The Company paid off the outstanding balance in June 2018. As of December 31, 2017, the Company had $26.2 million of outstanding principal under the PWB Financing. The Company incurred $1.2 million of interest expense on the PWB Financing for the nine months ended September 30, 2018, including amortization of deferred financing costs.

Repurchase Agreements - Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary.

Below is a summary of the Company's MRAs as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Collateral Pledged		Interest Rate		Days to Maturity
As of September 30, 2018
JP Morgan Securities LLC	$	22,272	$	5	$	26,750	2.91	%	26
Total	$	22,272	$	5	$	26,750	2.91	%	26
							Weighted Average
	Amount Outstanding		Accrued Interest		Collateral Pledged (*)		Interest Rate		Days to Maturity
As of December 31, 2017
JP Morgan Securities LLC	$	39,035	$	11	$	56,044	3.32	%	26
Total	$	39,035	$	11	$	56,044	3.32	%	26

_______________________

* Includes $56.0 million Tranche C of RFT 2015-FL1 CLO held by the Company, which is eliminated within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

Collateralized Loan Obligations

On February 15, 2018, the Company called all of the outstanding notes issued by RFT 2015-FL1,a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $145 million. The Company recognized all the remaining unamortized deferred financing costs of $6.4 million recorded within the Interest expense line of the consolidated statements of operations, which was a non-cash charge.

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL1 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 20 mortgage assets having a total principal balance of $319.0 million (the “2017-FL1 Mortgage Assets”) originated by a subsidiary of the Company. The sale of the 2017-FL1 Mortgage Assets to BSPRT 2017-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and BSPRT 2017-FL1 Issuer.

As of September 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL2 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 17 mortgage assets having a total principal balance of $341.9 million(the “2017-FL2 Mortgage Assets”) originated by a subsidiary of the Company and $8.2 million of cash held by the servicer related to loan payoffs, . The sale of the 2017-FL2 Mortgage Assets to BSPRT 2017-FL2 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of November 29, 2017, between the Company and BSPRT 2017-FL2 Issuer.

On April 5, 2018, BSPRT 2018-FL3 Issuer, Ltd. (the “Issuer”) and BSPRT 2018-FL3 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 39 mortgage assets having a principal balance of $582.8 million (the "2018-FL3 Mortgage Assets") and $27.3 million of of cash held by the servicer related to loan payoffs, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $546 million principal balance secured floating rate notes (the “Notes”), of which $488 million were purchased by third party investors and $58 million purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the Notes, the Issuer also issued 64,050,000 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities.

The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of BSPRT 2017-FL1, BSPRT 2017-FL2 and BSPRT 2018-FL3 of approximately $191 million. The following table represents the terms of the notes issued by BSPRT 2017-FL1 Issuer, BSPRT 2017-FL2 Issuer and BSPRT 2018-FL3, respectively (dollars in thousands):

CLO Facility	As of September 30, 2018	Par Value Issued		Par Value Outstanding (1)(2)		Interest Rate	Maturity Date
2017-FL1 Issuer	Tranche A	$	223,600	$	124,489	1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		147,376		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
2018-FL3 Issuer	Tranche A	286,700		286,700		1M LIBOR + 105	3/15/2028
2018-FL3 Issuer	Tranche A-S	77,775		77,775		1M LIBOR + 135	3/15/2028
2018-FL3 Issuer	Tranche B	41,175		41,175		1M LIBOR + 165	3/15/2028
2018-FL3 Issuer	Tranche C	39,650		39,650		1M LIBOR + 255	3/15/2028
2018-FL3 Issuer	Tranche D	42,700		42,700		1M LIBOR + 345	3/15/2028
		$	1,188,862	$	999,157
CLO Facility	As of December 31, 2017	Par Value Issued		Par Value Outstanding (1)(3)		Interest Rate	Maturity Date
2015-FL1 Issuer	Tranche A	$	231,345	$	79,109	1M LIBOR + 175	8/1/2030
2015-FL1 Issuer	Tranche B	42,841		42,841		1M LIBOR + 388	8/1/2030
2015-FL1 Issuer	Tranche C	76,044		20,000		1M LIBOR + 525	8/1/2030
2017-FL1 Issuer	Tranche A	223,600		223,600		1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		237,970		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
		$	1,051,092	$	842,812

________________________

⁽¹⁾ Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by BSPRT 2017-FL2 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018 and December 31, 2017.

⁽²⁾ Excludes $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by BSPRT 2018-FL3 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018.

⁽³⁾ Excludes $56.0 million of Tranche C notes issued by RFT 2015-FL1 Issuer, held by the Company, which is eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2017.

The below table reflects the total assets and liabilities of the Company's three CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of September 30, 2018 and December 31, 2017 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE.

Assets (dollars in thousands)	September 30, 2018		December 31, 2017
Cash (1)	$	35,768	$	49,017
Commercial mortgage loans, held for investment, net of allowance (2)	1,239,811		1,033,427
Accrued interest receivable	3,768		4,212
Total assets	$	1,279,347	$	1,086,656
Liabilities
Notes payable (3)(4)	$	1,072,344	$	912,800
Interest payable	1,765		1,462
Total liabilities	$	1,074,109	$	914,262

________________________

⁽¹⁾ Includes $35.5 million and $48.7 million of cash held by the servicer related to CLO loan payoffs as of September 30, 2018 and December 31, 2017.

⁽²⁾ The balance is presented net of allowance for loan loss of $0.6 million and $1.3 million as of September 30, 2018 and December 31, 2017, respectively.

⁽³⁾ Includes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer held by the Company as of September 30, 2018 and December 31, 2017; $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by 2018-FL3 Issuer held by the Company as of September 30, 2018. The notes held by the Company are eliminated within the Collateral loan obligations line of the consolidated balance sheets. Includes $55.8 million of Tranche C of Company issued CLO held by the Company as of December 31, 2017.

⁽⁴⁾ The balance is presented net of deferred financing cost and discount of $15.6 million and $16.9 million as of September 30, 2018 and December 31, 2017, respectively.

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Net Income Per Share

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

The Company uses the two-class method in calculating basic and diluted EPS. The below table represents the Company's earnings per share and distribution per share for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in thousands, except share amounts):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Less: Preferred stock dividends	(1,255		)	—		(1,271		)	—
Less: Preferred stock undistributed income	(451		)	—		—			—
Net income applicable to common stock	$	17,294		$	6,975	$	35,127		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Basic net income per share	0.49			0.22		1.07			0.61
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Unvested restricted shares	14,209			14,824		10,007			12,098
Conversion of redeemable convertible preferred stock - weighted	3,459,571			—		1,180,695			—
Diluted weighted average shares outstanding	38,942,428			31,756,503		34,168,274			31,790,267
Diluted net income per share	0.49			0.22		1.07			0.61

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Stock Transactions

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Stock Transactions

Stock Transactions

As of September 30, 2018 and December 31, 2017, the Company had 37,477,393 and 31,834,072 shares of common stock outstanding, respectively, including shares issued pursuant to the Dividend Reinvestment Plan ("DRIP") and unvested restricted shares held by the Company’s independent directors.

Private Placements

Since February 2018 the Company has been conducting offerings of its common stock and Series A preferred stock in offerings exempt from the registration requirements of the Securities Act. The following table summarizes the sales of common stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price
June 25, 2018	834,537	$	13,723
July 13, 2018	1,669,074	27,446
August 20, 2018	3,370,362	55,421
September 10, 2018	14,962	250
Total	5,888,935	$	96,840

The following table summarizes the sales of Series A preferred stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price(1)
June 25, 2018	2,256	$	11,278
July 13, 2018	4,498	22,554
August 20, 2018	9,083	45,619
August 28, 2018	3,378	17,000
Total	19,215	$	96,451

________________________

⁽¹⁾Purchase price is $5,000 per share of Series A preferred stock plus accrued dividends as of the date of settlement.

As of September 30, 2018, the Company had binding purchase commitments for $20 million of common stock at $16.71 per share and $15.1 million of Series A preferred stock at $5,000 per share plus accrued dividends. Pursuant to the applicable subscription agreements, the Company can determine the timing of the closing of these commitments in its sole discretion.

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes. The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Company's board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.

For the three months ended September 30, 2018 and 2017, the Company declared daily common stock distributions equivalent to $1.44 per annum per share and $2.0625 per annum per share, respectively. As of September 30, 2018 and December 31, 2017, the Company had declared but unpaid common stock distributions of $5.1 million and $3.9 million, respectively. These amounts are included in Distributions payable on the Company’s unaudited Consolidated Balance Sheets. The Company distributed $35.0 million during the nine months endedSeptember 30, 2018, comprised of $24.4 million in cash and $10.6 million in shares of common stock issued under the DRIP. The Company distributed $32.6 million during the nine months ended September 30, 2017, comprised of $21.2 million in cash and $11.4 million in shares of common stock issued under the DRIP.

The Company maintains a DRIP which permits shareholders to reinvest their distributions in stock of the Company. The purchase price of DRIP investments is currently the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s most recent book value per share, computed in accordance with GAAP. The DRIP price for September 2018 through October 2018 was $18.95, which was the GAAP book value as of June 30, 2018. Starting with November 2018 distributions reinvested in December 2018, the DRIP offer price will be $18.75, which is the estimated per-share NAV as of September 30, 2018.

Share Repurchase Program

The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year, may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

On August 10, 2017, the Company's board of directors amended the SRP to provide that the repurchase price per share for requests will be equal to (a) the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s most recent book value per share, computed in accordance with GAAP, multiplied by (b) a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or qualifying disability.

Repurchase requests related to death or a qualifying disability must satisfy certain conditions, each of which are assessed by and at the sole discretion of the Company, including the following conditions. In the case of death, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the estate of the shareholder, the recipient of the shares through bequest or inheritance, or the trustee in the case of a revocable grantor trust. In the case of a “qualifying disability”, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the shareholder, or the trustee in the case of a revocable grantor trust, that the condition was not pre-existing on the date the shares were acquired. In order for a disability to be considered a “qualifying disability”, the shareholder must receive and provide evidence (the shareholder application and the notice of final determination) of disability based upon a physical or mental condition or impairment made by a government agency responsible for reviewing and determining disability retirement benefits (e.g. the Social Security Administration).

Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Company's board of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid at the price, computed as described above on the last day of such fiscal semester. Due to these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that the Company honors the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.

For any repurchases made for the fiscal semester ending December 31, 2018, the repurchase price per share will be based on the estimated per-share NAV as of September 30, 2018 of $18.75.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.

The following table reflects the number of shares repurchased under the SRP cumulatively through September 30, 2018:

	Number of Requests	Number of Shares Repurchased	Average Price per Share
Cumulative as of December 31, 2017	2,125	1,991,391	$	21.36
January 1 - January 31, 2018(1)	889	421,809	18.56
February 1 - February 28, 2018	—	—	—
March 1 - March 31, 2018	—	—	—
April 1 - April 30, 2018	—	—	—
May 1 - May 31, 2018	—	—	—
June 1 - June 30, 2018	—	—	—
July 1 - July 31, 2018	831	387,214	18.74
August 1 - August 31, 2018	—	—	—
September 1 - September 30, 2018	—	—	—
Cumulative as of September 30, 2018	3,845	2,800,414	$	20.65

________________________

⁽¹⁾ Reflects shares repurchased in January 2018 pursuant to repurchase requests submitted for the fiscal semester ended December 31, 2017. As permitted under the SRP, the Board authorized repurchases up to the amount of proceeds reinvested through our DRIP. As a result, redemption requests in the amount of 185,689 shares were not fulfilled.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Unfunded Commitments for Commercial Mortgage Loans

As of September 30, 2018 and December 31, 2017, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):

Funding Expiration	September 30, 2018		December 31, 2017
2018	$	6,277	$	36,475
2019	45,378		26,465
2020	173,162		20,598
2021	104,635		—
Total	$	329,452	$	83,538

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

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Related Party Transactions and Arrangements

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions and Arrangements

Related Party Transactions and Arrangements

Advisory Agreement Fees and Reimbursements

Pursuant to the Advisory Agreement, the Company makes or was required to make the following payments and reimbursements to the Advisor:

•The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.

•The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement.

•The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, our Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0% of the aggregate total return for such year.

•Until September 2017, the Company paid its Advisor an acquisition fee of 1.0% of the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities.

•The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company‘s behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments.

Until September 29, 2016, the Former Advisor served as the Company's advisor. Prior to January 2016, the Company paid dealer-manager fees and selling commissions to an affiliate ("Former Dealer Manager") of the Former Advisor.

The table below shows the compensation and reimbursement payable to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager for services relating to the Company's public offering as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Payable as of
	September 30, 2018		December 31, 2017
Total commissions and fees incurred from the Former Dealer Manager	$	—	$	—
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	480		480

The payables as of September 30, 2018 and December 31, 2017 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.

The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the three and nine months endedSeptember 30, 2018 and September 30, 2017, and the associated payable as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2018		2017		2018		2017		September 30, 2018		December 31, 2017
Acquisition fees and expenses(1)	$	173	$	1,685	$	289	$	4,175	$	—	$	—
Administrative services expenses	3,501		1,480		9,822		3,285		1,299		3,480
Asset management and subordinated performance fee	2,720		2,299		7,227		6,952		1,220		2,315
Other related party expenses(2)	315		87		785		183		316		146
Total	$	6,709	$	5,551	$	18,123	$	14,595	$	2,835	$	5,941

________________________

⁽¹⁾ Total acquisition fees and expenses paid during the three and nine months endedSeptember 30, 2018 were $2.4 million and $6.6 million, respectively, of which $2.2 million and $6.3 million were capitalized within the commercial mortgage loans, held for investment line of the Company's consolidated balance sheet. For the three and nine months endedSeptember 30, 2017 total acquisition fees and expenses paid during were $3.0 million and $9.0 million, respectively, of which $1.3 million and $4.8 million were capitalized.

⁽²⁾ Included in other expenses in the Company's consolidated statement of operations.

The payables as of September 30, 2018 and December 31, 2017 in the table above are included in Due to affiliates on the Company's consolidated balance sheets.

Purchases of Common Stock and Preferred Stock

Refer to Note 7 - Stock Transactions for a description of the Company’s private placements. Officers of the Company and other employees of the Advisor and its affiliates (“Manager Investors”) have acquired common stock and Series A preferred stock in these private placements on substantially the same terms applying to purchases by third party accredited investors unaffiliated with the Company or the Advisor. As of September 30, 2018, the Manager Investors have acquired in these private placements 1,893,569 shares of common stock for an aggregate purchase price of $31.6 million and 105 shares of Series A preferred stock for an aggregate purchase price (which includes accrued dividends) of $0.5 million. As of September 30, 2018, the remaining commitments of Manager Investors for preferred stock was $0.05 million. There were no remaining Manager Investors commitments for common stock as of September 30, 2018.

Other Transactions

On February 22, 2018, the Company purchased commercial mortgage loans, held-for-sale from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $27.8 million. The purchase of the commercial mortgage loans and the $27.8 million purchase price were approved by the Company’s board of directors. On April 18, 2018, the Company sold $23.3 million of these commercial mortgage loans into a CMBS securitization. The remaining $4.5 million of these commercial mortgage loans are recorded in commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheet as of September 30, 2018.

In December 2017, the Company purchased a commercial mortgage loan from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $17.1 million and is included in Commercial mortgage loans, held-for-investment in the consolidated balance sheet. The purchase of the commercial mortgage loan and the $17.1 million purchase price were approved by the Company’s board of directors and the Nominating and Corporate Governance Committee, which consists solely of independent directors.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Financial Instruments Measured at Fair Value on a Recurring Basis

CMBS, recorded in real estate securities, held-for-sale, measured at fair value on the consolidated balance sheet as of September 30, 2018, are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar real estate securities and the spreads used in the prior valuation. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. As of September 30, 2018, the Company obtained broker quotes for determining the fair value of each CMBS investment. As the broker quotes were both limited and non-binding, the Company has classified the CMBS as Level III. As of December 31, 2017 the Company had no CMBS.

Commercial mortgage loans held-for-sale, measured at fair value in the Company's TRS are initially recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The Company engaged the services of a third party independent valuation firm to determine fair value of investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. The Company classified the commercial mortgage loans held-for-sale, measured at fair value as Level III.

The fair value for Treasury note futures is derived using observable market prices.  Treasury note futures trade on the Chicago Mercantile Exchange (“CME”). The future contracts are liquid and are centrally cleared through the CME.  Treasury note futures are generally categorized in Level I of the fair value hierarchy.

The fair value for credit default swaps and interest rate swaps contracts are derived using pricing models that are widely accepted by marketplace participants.  Credit default swaps and interest rate swaps are traded in the OTC market. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from swap counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. Valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, credit default swaps and interest rate swaps are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, credit default swaps are categorized in Level III of the fair value hierarchy. The credit default swaps and interest rate swaps are generally categorized in Level II of the fair value hierarchy.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no transfers between levels within fair value hierarchy during the quarter ended September 30, 2018 and December 31, 2017.

The following table presents information about the Company’s financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Total		Level I		Level II			Level III
September 30, 2018
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	$	105,976	$	—	$	—		$	105,976
Real estate securities	27,048		—		—			27,048
Credit default swaps	319		—		319			—
Interest rate swaps	375		—		375			—
Treasury note futures	1,293		1,293		—			—
Total assets, at fair value	$	135,011	$	1,293	$	694	—	$	133,024
Liabilities, at fair value
Credit default swaps	$	565	$	—	$	565		$	—
Total liabilities, at fair value	$	565	$	—	$	565		$	—
December 31, 2017
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	28,531		—		—			28,531
Treasury note futures	132		132		—			—
Total assets, at fair value	$	28,663	$	132	$	—		$	28,531
Liabilities, at fair value
Credit default swaps	$	357	$	—	$	357		$	—
Total liabilities, at fair value	$	357	$	—	$	357		$	—

________________________

⁽¹⁾ Loans held in the Company's TRS, reported within Commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheets.

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. As a result, the unrealized gains and losses for assets and liabilities within the Level III category may include changes in fair value that were attributable to both observable and unobservable inputs. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands).

Asset Category	Fair Value	Valuation Methodologies	Unobservable Inputs (1)	Weighted Average (2)	Range
September 30, 2018
Commercial mortgage loans, held-for-sale, measured at fair value	$105,976	Discounted Cash Flow	Yield	5.30%	4.4% - 13.5%
Real estate securities, available-for-sale, at fair value	27,048	Broker Quotes	Yield	4.93%	4.1% - 5.6%
December 31, 2017
Commercial mortgage loans, held-for-sale, measured at fair value	$28,531	Discounted Cash Flow	Yield	4.93%	4.8% - 5.3%

⁽¹⁾ In determining certain of these inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.

⁽²⁾ Inputs were weighted based on the fair value of the investments included in the range.

The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 for which the Company has used Level III inputs to determine fair value (dollars in thousands):

	September 30, 2018
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2018	$	28,531		$	—
Transfers into Level III	—			—
Realized gain on sale of commercial mortgage loan held-for-sale	9,765			—
Realized gain (loss) on sale of real estate securities	—			(107		)
Unrealized gain (loss)	474			—
Unrealized gain (loss) included in OCI (1)	—			171
Purchases	440,815			39,511
Sales / paydowns	(373,609		)	(12,456		)
Discount accretion/(premium amortization)	—			(71		)
Transfers out of Level III	—			—
Ending balance, September 30, 2018	$	105,976		$	27,048
	December 31, 2017
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2017	$	—		$	49,049
Transfers into Level III	—			—
Realized gain on sale of real estate securities	—			172
Realized gain on sale of commercial mortgage loan held-for-sale	4,523			—
Net accretion	—			167
Unrealized gain (loss) included in OCI (1)	—			500
Purchases	156,101			—
Sales	(132,093		)	(34,888		)
Cash repayments/receipts	—			(15,000		)
Transfers out of Level III	—			—
Ending balance, December 31, 2017	$	28,531		$	—

________________________

⁽¹⁾ Unrealized gains included in Other comprehensive income ("OCI") are attributable to assets held at September 30, 2018 and December 31, 2017.

Financial Instruments Not Measured at Fair Value

The fair values of the Company's commercial mortgage loans, held-for-investment and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of September 30, 2018 and December 31, 2017 (dollars in thousands):

		Level	Carrying Amount		Fair Value
September 30, 2018
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	2,140,702	$	2,136,052
Collateralized loan obligation	Liability	II	983,546		1,002,313
December 31, 2017
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	1,403,512	$	1,396,406
Collateralized loan obligation	Liability	II	826,150		842,812

________________________

⁽¹⁾ The carrying value is gross of $5.0 million and $1.5 million of allowance for loan losses as of September 30, 2018 and December 31, 2017, respectively.

The fair value of the commercial mortgage loans, held-for-investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company estimates the fair value of the collateralized loan obligations using external broker quotes.

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Derivative Instruments

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives Instruments

Derivative Instruments

The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk.

As of September 30, 2018, the net premiums paid on derivative instrument assets were $0.3 million.

The following derivative instruments were outstanding as of September 30, 2018 and December 31, 2017 (dollars in thousands):

			Fair Value
Contract type	Notional		Assets (1)		Liabilities (1)
As of September 30, 2018
Credit default swaps	$	80,000	$	319	$	565
Interest rate swaps	18,000		375		—
Treasury note futures	126,382		1,293		—
Total	$	224,382	$	1,987	$	565
As of December 31, 2017
Credit default swaps	$	30,000	$	32	$	357
Treasury note futures	43,906		100		—
Total	$	73,906	$	132	$	357

_______________________

⁽¹⁾ Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

The following tables indicate the net realized and unrealized losses on derivatives, by primary underlying risk exposure, as included in loss on derivative instruments in the consolidated statements of operations for the three and nine months endedSeptember 30, 2018 and 2017(dollars in thousands).

	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)		Total
Contract type
Credit default swaps	$	(316	)	$	(64	)	$	(380	)	$	(106	)	$	29	$	(77	)
Interest rate swaps	84			195			279			74			709		783
Treasury note futures	1,504			(172		)	1,332			1,194			738		1,932
Total	$	1,272		$	(41	)	$	1,231		$	1,162		$	1,476	$	2,638

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total
Contract type
Credit default swaps	$	(171	)	$	(18	)	$	(189	)	$	(171	)	$	(18	)	$	(189	)
Treasury note futures	754						754			754			—			754
Total	$	583		$	(18	)	$	565		$	583		$	(18	)	$	565

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Offsetting Assets and Liabilities

9 Months Ended

Sep. 30, 2018

Offsetting [Abstract]

Offsetting Assets and Liabilities

Offsetting Assets and Liabilities

The Company's consolidated balance sheets use a gross presentation of derivative instruments, repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Gross Amounts Not Offset on the Balance Sheet
Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet		Net Amount of Assets Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged		Net Amount
September 30, 2018
Derivative instruments, at fair value	$	1,987	$	—	$	1,987		$	—	$	—	$	1,987
December 31, 2017
Derivative instruments, at fair value	$	132	$	—	$	132		$	—	$	—	$	132

							Gross Amounts Not Offset on the Balance Sheet
Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged (2)		Net Amount
September 30, 2018
Repurchase agreements, commercial mortgage loans	$	565,329	$	—	$	565,329		$	779,745	$	5,010	$	—
Repurchase agreements - real estate securities	22,272		—		22,272			26,750		69		—
Derivative instruments, at fair value	565		—		565			—		5,167		—
December 31, 2017
Repurchase agreements, commercial mortgage loans	$	65,690	$	—	$	65,690		$	163,235	$	5,005	$	—
Repurchase agreements, real estate securities (1)	39,035		—		39,035			56,044		—		—
Derivative instruments, at fair value	357		—		357			—		2,961		—

________________________

⁽¹⁾ Includes $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

⁽²⁾ These cash collateral amounts are recorded within the Restricted cash balance on the consolidated balance sheets.

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Segment Reporting

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

The Company conducts its business through the following reporting segments:

• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

The following table represents the Company's operations by segment for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in thousands):

Three Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	42,943	$	41,046	$	270		$	1,627
Interest expense	17,120		15,694		192			1,234
Net income (loss)	19,000		17,275		(29		)	1,754
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Three Months Ended September 30, 2017
Interest income	22,195		21,795		269			131
Interest expense	8,845		8,386		409			50
Net income	6,975		7,588		(22		)	(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

Nine Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	106,478	$	101,073	$	317		$	5,088
Interest expense	50,183		46,813		378			2,992
Net income (loss)	36,398		30,997		(168		)	5,569
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Nine Months Ended September 30, 2017
Interest income	61,917		60,435		1,351			131
Interest expense	21,990		20,686		1,254			50
Net income	19,305		19,627		269			(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

For the purposes of the table above, any expenses not associated with a specific segment have been allocated to the business segments using a percentage derived by using the sum of commercial mortgage loans, net and real estate securities, at fair value as the denominator and commercial mortgage loans, net and real estate securities, at fair value as the numerators.

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Determination of Net Asset Value per Share

On November 7, 2018, the Company’s board of directors unanimously determined an estimated NAV per share of the Company’s common stock of $18.74 as of September 30, 2018. The estimated NAV per share is based upon the estimated value of the Company’s assets less the Company’s liabilities as of September 30, 2018. An independent third-party valuation firm was engaged to value the Company’s investment portfolio. The Advisor calculated the estimated NAV per share based in part on this valuation and recommended to the board of directors the estimated NAV per share calculated by the Advisor. The valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013.

As a result of the approval by the board of directors of the estimated NAV per share as of September 30, 2018, and pursuant to the terms of the DRIP and SRP, the Company (i) will offer shares pursuant to the DRIP at a purchase price of $18.75, beginning with November 2018 distributions which are reinvested in December 2018; and (ii) will repurchase shares pursuant to the SRP at a repurchase price of $18.75, subject to discounts in certain circumstances and subject to the terms and conditions of the SRP.

Private Placements

Subsequent to September 30, 2018, the Company sold an additional $1.5 million of common stock to accredited investors at $16.71 per share. The Company also entered into binding purchase commitments with Manager Investors for $2.0 million of common stock at $16.71 per share, with additional accredited investors for $2.9 million of common stock at $16.71 per share, and with accredited investors for $35 million of Series A preferred stock at $5,000 per share plus accrued dividends. Pursuant to the applicable subscription agreements, the Company can determine the timing of the closing of these commitments in its sole discretion

Advisor Transaction

On October 24, 2018, the Advisor announced that it had entered into a definitive agreement with Franklin Resources, Inc. and Templeton International, Inc. (collectively, “Franklin Templeton”), whereby Franklin Templeton has agreed, subject to the satisfaction of the closing conditions contained in the agreement, to acquire the Advisor (the “Transaction”). The consummation of the Transaction is expected to occur in early 2019. Upon consummation of the Transaction, the key senior management of the Advisor will continue to operate in the same professional capacity as prior to the Transaction. The Transaction will not impact the terms of the Amended and Restated Advisory Agreement and the Transaction will not result in any changes to the executive officers of the Company.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Basis of Accounting

The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent interim periods.

Certain prior-period amounts have been reclassified to conform to current presentation. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. The current period’s results of operations will not necessarily be indicative of results in any subsequent reporting period.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.

The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheet in accordance with ASC 810, Consolidation.

Acquisition Fees and Acquisition Expenses

Acquisition Fees and Acquisition Expenses

Acquisition fees and acquisition expenses paid to the Company's Advisor in connection with the origination and acquisition of commercial mortgage loan investments and acquisition of real estate securities are evaluated based on the nature of the expense to determine if they should be expensed in the period incurred or capitalized and amortized over the life of the investment. The Company capitalizes certain direct costs relating to loan origination and acquisition activities and real estate securities acquisitions. Such costs are amortized over the life of the investment.

Until September 2017; the Company incurred both acquisition fees and acquisition expenses payable to the Advisor. Since September 2017, pursuant to the terms of the Advisory Agreement, the Advisor is no longer entitled to acquisition fees but continues to be entitled to reimbursement for acquisition expenses.

Commercial Mortgage Loans and Allowance for Loan Losses

Commercial Mortgage Loans

Held-for-Investment - Commercial mortgage loans that are held for investment are anticipated to be held until maturity and are carried at cost, net of unamortized acquisition expenses, discounts or premiums. Commercial mortgage loans, held for investment purposes, that are deemed to be impaired are carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exit fees is recognized in interest income in the Company's consolidated statements of operations.

Held-for-Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for-sale and are transferred at fair value and recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held-for-sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale. During the nine months ended September 30, 2018, the Company originated $5.9 million of commercial mortgage loans held-for-sale and sold these loans during the period for net proceeds of approximately $5.9 million.

Held-for-Sale, Accounted for Under the Fair Value Option - The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option. These commercial mortgage loans are included in Commercial mortgage loans, held-for-sale, measured at fair value in the consolidated balance sheet. Interest income received on commercial mortgage loans held-for-sale is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations.

As of September 30, 2018, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $106.0 million and $105.5 million, respectively. As of December 31, 2017, the fair value amount and the contractual principal outstanding of commercial mortgage loans accounted for under the fair value option was $28.5 million. None of the Company's commercial mortgage loans accounted for under the fair value option are in default or are greater than ninety days past due. For the three and nine months endedSeptember 30, 2018, the Company realized a gain of $3.4 million and $9.8 million, respectively, relating to the sale of commercial mortgage loans that are accounted for under the fair value option. The Company did not have any realized gain or loss relating to the sale of commercial mortgage loans that are accounted for under the fair value option for the three and nine months endedSeptember 30, 2017.

Allowance for Loan Losses

The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased or decreased through the loan loss provision or recovery on the Company's consolidated statements of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.

General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The Company estimates loss rates based on historical realized losses experienced in the industry, given the fact the Company has not experienced significant losses, and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishing the allowance for loan losses. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographic location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.

The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on an individual loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.

For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans.

The Company designates non-performing loans at such time as (i) loan payments become 90-days past due; (ii) the loan has a maturity default; or (iii) in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-performing and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. Any interest received for loans in non-performing status will be applied as a reduction to the unpaid principal balance. A loan will be written off when it is no longer realizable and legally discharged.

Income Taxes

Income Taxes

The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a taxable year, it will not be subject to U.S. federal income tax on the REIT taxable income that it distributes. The Company did not have any undistributed REIT taxable income for the period ended September 30, 2018 and therefore, has not provided for REIT U.S. federal income tax expense. However, even if the Company qualifies for taxation as a REIT, the Company and its subsidiaries may be subject to a variety of taxes, including payroll taxes and certain state and local income, property, excise and franchise taxes. The Company could also be subject to U.S. federal income tax in certain circumstances.

The Company owns a subsidiary that has elected to be treated as a TRS for U.S. federal, state and local income taxes, where applicable, as a C-corporation. TRSs can participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria and are conducted within the parameters of certain limitations established by the Internal Revenue Code ("the Code"). For U.S. federal income tax purposes, the Company’s TRS is not consolidated with the Company, but instead taxed as a separate C-corporation.

For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. The Company's TRS recognized pre-tax income of approximately $1.4 million and $4.7 million for the three and nine months endedSeptember 30, 2018, respectively, and U.S. federal, state and local income tax expense of $0.3 million and $1.1 million for the three and nine months endedSeptember 30, 2018. These amounts have been included on the accompanying consolidated statements of operations. The Company's TRS did not have any pre-tax income or tax expense for the three and nine months ended September 30, 2017, respectively.

The Company’s tax returns are subject to audit by taxing authorities. As of September 30, 2018, the tax years 2014, 2015, 2016 and 2017 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. Under GAAP, a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement.

The Company has assessed its tax positions for all open tax years beginning with its taxable year ended December 31, 2014 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.

Enacted on December 22, 2017, the recently passed Tax Cuts and Jobs Act ("TCJA") made many significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. Pursuant to this legislation, as of January 1, 2018, the U.S. federal income tax rate applicable to corporations is reduced to 21%, and the corporate alternative minimum tax is repealed.

In addition, through taxable years ending in 2025, the highest marginal income tax rate applicable to individuals, estates and trusts is reduced to 37% and those taxpayers may deduct up to 20% of certain pass-through income, including ordinary REIT dividends that are not "capital gain dividends" or "qualified dividend income," subject to certain limitations. For taxpayers qualifying for the full deduction, the effective maximum tax rate on ordinary REIT dividends would be 29.6% (excluding the 3.8% net investment income tax).

The reduced corporate tax rate applies to the Company's TRS and any other TRS it forms. Changes in tax rates and tax laws are accounted for in the period of enactment. The amounts recorded in the consolidated statement of operations are provisional. Due to the timing of the enacted legislation, as well as the technical corrections, amendments or administrative guidance that could clarify the treatment of certain provisions, the Company will continue to evaluate its conclusions and update its estimates as necessary.

Commencing in taxable years beginning after December 31, 2017, Section 163(j) of the Code, as amended by TCJA, limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” ("ATI") subject to certain exceptions. The Company does not expect to be subject to this limitation because it does not expect to have interest expense in excess of the sum of its interest income and 30% of its ATI. However, the limitation could cause the Company’s TRS or any other TRS it forms to have greater taxable income and thus potentially greater corporate tax liability.

Derivatives and Hedging Activities

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives.  The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility.  The Company may use a variety of derivative instruments that are considered conventional, such as interest rate swaps, Treasury note futures and credit derivatives on various indices including CMBX and CDX.

The Company recognizes all derivatives on the consolidated balance sheets at fair value.  The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in unrealized gain/(loss) on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets within the Restricted cash line of the consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.

Per Share Data

Per Share Data

The Company’s redeemable convertible preferred stock Series A (the "Preferred Stock") is considered a participating security. As such, the Company is required to include the Preferred Stock in the calculation of basic earnings per share and calculate basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan or upon conversion of the outstanding shares of the Company’s Preferred Stock, except when doing so would be anti-dilutive.

Reportable Segments

Reportable Segments

The Company has determined that it has three reportable segments based on how the chief operating decision maker reviews and manages the business. The three reporting segments are as follows:

• The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consist of CMBS and may include unsecured REIT debt, CDO notes and other securities.

• The real estate conduit operated business through the Company's TRS, which is focused on originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.

See Note 13 - Segment Reporting for further information regarding the Company's segments.

Convertible Redeemable Preferred Stock

Redeemable Convertible Preferred Stock

The Company’s Preferred Stock is classified outside of permanent equity in the consolidated balance sheets. This classification is applicable because, subject to certain conditions, the Preferred Stock is redeemable at the option of the holder of Preferred Stock, outside of the control of the Company. As set forth in the Articles Supplementary (the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, the Preferred Stock is redeemable for shares of the Company's common stock, $0.01 par value per share (the "Common Stock") at the option of the shareholder upon a change of control (as defined in the Articles Supplementary) or after the sixth anniversary of the date of issuance. A change in control of the Company outside of the Company’s control is possible if any person acquires more than 50% of the total economic interests or voting power of all securities of the Company, other than in a liquidity event.

Shares of Preferred Stock rank senior to shares of Common Stock with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Preferred Stock will be equal to the greater of (i) an amount equal to $16.67 per share and (ii) the monthly dividend that would have been paid had such share of Preferred Stock been converted to a share of Common Stock, subject to proration in the event that such share of Preferred Stock was not outstanding for the full month.

Immediately prior to a “Liquidity Event”, each outstanding share of Preferred Stock shall convert (the “Mandatory Conversion”) into 299.2 shares of Common Stock, subject to anti-dilution adjustments (the “Conversion Rate”). A “Liquidity Event” is defined as (i) the listing of the Common Stock on a national securities exchange or quotation on an electronic inter-dealer quotation system; (ii) a merger or business combination involving the Company pursuant to which outstanding shares Common Stock are exchanged for securities of another company which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system; or (iii) any other transaction or series of transaction that results in all shares of Common Stock being transferred or exchange for cash or securities which are listed on a national securities exchange or quoted on an electronic inter-dealer quotation system. If there has not been a Liquidity Event within six years from the initial issuance of the Preferred Stock, each holder of Preferred Stock shall have the right to convert all, but not less than all, of the Preferred Stock held by such holder into Common Stock at the Conversion Rate. Each holder also has the option to convert its shares of Preferred Stock into Common Stock upon a change in control (as defined in the Articles Supplementary) of the Company. In addition, neither the Company nor a holder of shares of Preferred Stock may redeem shares of the Preferred Stock until six years from the initial issuance of the Preferred Stock, except in cases of a change in control (as defined in the Articles Supplementary).

Holders of the Preferred Stock are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of Common Stock are entitled to vote, upon which the holders of the Preferred Stock and holders of the Common Stock shall vote together as a single class. The number of votes applicable to a share of Preferred Stock will be equal to the number of shares of Common Stock a share of Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of Common Stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Preferred Stock is required to approve the issuance of any equity securities senior to the Preferred Stock and to take certain actions materially adverse to the holders of the Preferred Stock.

Recently Adopted Accounting Pronouncements and Accounting Pronouncements not yet Adopted

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. ASU 2014-09 broadly amends the accounting guidance for revenue recognition. ASU 2014-09 is effective for the first interim or annual period beginning after December 15, 2017, and is to be applied retrospectively. The Company adopted this guidance on January 1, 2018 and it did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In November 2016, the FASB issued guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. The Company adopted this guidance on January 1, 2018 and applied the guidance retrospectively to our prior period consolidated statement of cash flows.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.

In February 2018, the FASB issued guidance that allows an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income into retained earnings. The amendments become effective for reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In August 2018, the FASB issued guidance that is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The amendments become effective for reporting periods beginning after December 15, 2019, and early adoption is permitted for adoption of the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the impact of this new guidance.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

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Commercial Mortgage Loans (Tables)

9 Months Ended

Sep. 30, 2018

Receivables [Abstract]

Summary of the company's loans receivable by class

The following table represents the composition by loan type of the Company's commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	27,700	26.3	%	$	28,531	100.0	%
Retail	42,030		39.8	%	—		—	%
Hospitality	23,273		22.1	%	—		—	%
Self-Storage	12,500		11.8	%	—		—	%
Total	$	105,503	100.0	%	$	28,531	100.0	%

The following table presents the activity in the Company's allowance for loan losses (dollars in thousands):

	Nine Months Ended September 30, 2018		Year Ended December 31, 2017
Beginning of period	$	1,466	$	2,181
Loan loss provision/(recovery) (1)	3,502		(715		)
Charge-offs	—		—
Recoveries	—		—
Ending allowance for loan losses	$	4,968	$	1,466

⁽¹⁾ Includes $4.1 million loan loss provision specifically reserved on one loan in non-performing status as of September 30, 2018.

The following table represents the composition by loan type of the Company's commercial mortgage loans portfolio, excluding commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).

	September 30, 2018				December 31, 2017
Loan Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	875,134	40.7	%	$	505,189	35.9	%
Office	481,086		22.4	%	455,698		32.4	%
Retail	255,856		11.9	%	209,598		14.9	%
Hospitality	336,064		15.6	%	184,025		13.1	%
Industrial	53,871		2.5	%	53,208		3.7	%
Mixed-Use	112,105		5.2	%	—		—	%
Self-Storage	36,057		1.7	%	—		—	%
Total	$	2,150,173	100.0	%	$	1,407,718	100.0	%

The following table is a summary of the Company's commercial mortgage loans, held-for-investment, carrying values by class (dollars in thousands):

	September 30, 2018		December 31, 2017
Senior loans	$	2,113,557	$	1,368,425
Mezzanine loans	27,145		35,087
Total gross carrying value of loans	$	2,140,702	$	1,403,512
Less: Allowance for loan losses	4,968		1,466
Total commercial mortgage loans, held for investment, net	$	2,135,734	$	1,402,046

Allowance for losses rating policy

As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held-for-sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:

Investment Rating	Summary Description
1	Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2	Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3	Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4	Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5	Underperforming investment with expected loss of interest and some principal.

Schedule of activity in Company's loan portfolio

For the nine months endedSeptember 30, 2018 and year ended December 31, 2017, the activity in the Company's commercial mortgage loans, held-for-investment portfolio was as follows (dollars in thousands):

	Nine Months Ended September 30, 2018			Year Ended December 31, 2017
Balance at Beginning of Year	$	1,402,046		$	1,046,556
Acquisitions and originations	1,286,948			837,861
Principal repayments	(542,833		)	(381,933		)
Discount accretion and premium amortization	3,284			2,554
Loans transferred to commercial real estate loans, held-for-sale	(2,250		)	(100,005		)
Net fees capitalized into carrying value of loans	(7,959		)	(3,702		)
Loan loss recovery/(provision)	(3,502		)	715
Balance at End of Period	$	2,135,734		$	1,402,046

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Real Estate Securities (Tables)

9 Months Ended

Sep. 30, 2018

Investments, Debt and Equity Securities [Abstract]

Summary of Real Estate Securities

The following is a summary of the Company's real estate securities, CMBS (in thousands):

		Weighted Average
	Number of Investments	Interest Rate		Maturity	Par Value		Fair Value
September 30, 2018	2	4.7	%	December 2023	$	26,750	$	27,048
December 31, 2017	—	—	%	N/A	—		—

The following table presents information about the Company’s financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Total		Level I		Level II			Level III
September 30, 2018
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	$	105,976	$	—	$	—		$	105,976
Real estate securities	27,048		—		—			27,048
Credit default swaps	319		—		319			—
Interest rate swaps	375		—		375			—
Treasury note futures	1,293		1,293		—			—
Total assets, at fair value	$	135,011	$	1,293	$	694	—	$	133,024
Liabilities, at fair value
Credit default swaps	$	565	$	—	$	565		$	—
Total liabilities, at fair value	$	565	$	—	$	565		$	—
December 31, 2017
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	28,531		—		—			28,531
Treasury note futures	132		132		—			—
Total assets, at fair value	$	28,663	$	132	$	—		$	28,531
Liabilities, at fair value
Credit default swaps	$	357	$	—	$	357		$	—
Total liabilities, at fair value	$	357	$	—	$	357		$	—

________________________

⁽¹⁾ Loans held in the Company's TRS, reported within Commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheets.

Schedule of Company's CMBS investments

The following table provides information on the amounts of gains (losses) on the Company's real estate securities, CMBS, available-for-sale (dollars in thousands):

	Three Months Ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
Unrealized gain (loss) available-for-sale securities	$	194	$	(448	)	$	171	$	19
Reclassification of net (gain) loss on available-for-sale securities included in net income (loss)	—		—			—		481
Unrealized gain (loss) available-for-sale securities, net of reclassification adjustment	$	194	$	(448	)	$	171	$	500

The following table shows the amortized cost, unrealized gains/losses and fair value of the Company's CMBS investments as of September 30, 2018 and December 31, 2017 (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
September 30, 2018	$	26,877	$	171	$	—	$	27,048
December 31, 2017	—		—		—		—

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Debt (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of Master Repurchase Agreements

Below is a summary of the Company's MRAs as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Collateral Pledged		Interest Rate		Days to Maturity
As of September 30, 2018
JP Morgan Securities LLC	$	22,272	$	5	$	26,750	2.91	%	26
Total	$	22,272	$	5	$	26,750	2.91	%	26
							Weighted Average
	Amount Outstanding		Accrued Interest		Collateral Pledged (*)		Interest Rate		Days to Maturity
As of December 31, 2017
JP Morgan Securities LLC	$	39,035	$	11	$	56,044	3.32	%	26
Total	$	39,035	$	11	$	56,044	3.32	%	26

_______________________

* Includes $56.0 million Tranche C of RFT 2015-FL1 CLO held by the Company, which is eliminated within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

The details of the Company's Repo Facilities and the Barclays Facility at September 30, 2018 and December 31, 2017 are as follows (dollars in thousands):

As of September 30, 2018							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	520,000	$	241,282	$	6,601	4.32	%	1/30/2020
GS Repo Facility (3)	250,000		—		415		N/A		12/27/2018
USB Repo Facility (4)	100,000		14,651		502		3.91	%	6/15/2020
CS Repo Facility (5)	300,000		309,396		5,301		4.37	%	6/19/2019
Barclays Facility (6)	100,000		—		1,145		N/A		9/19/2019
Total	$	1,270,000	$	565,329	$	13,964

__________________________

⁽¹⁾ For the nine months ended September 30, 2018. Includes amortization of deferred financing costs.

⁽²⁾ On January 30, 2018 the committed financing amount was upsized from $300 million to $520 million and the maturity date was amended to January 30, 2020. Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ On July 19, 2018, the committed financing amount was upsized from $250 million to $300 million. On June 20, 2018, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to June 19, 2019. In September 2018, the CS Repo Facility lender agreed to a temporary increase to the committed financing amount on one specific pledged asset.

⁽⁶⁾ On July 30, 2018, the committed financing amount was upsized from $75 million to $100 million. Includes a one-year extension at the Company's option.

As of December 31, 2017							Ending Weighted Average Interest Rate		Term Maturity
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense (1)
JPM Repo Facility (2)	$	300,000	$	42,042	$	7,064	3.48	%	6/12/2019
GS Repo Facility (3)	250,000		13,500		3,213		3.74	%	12/27/2018
CS Repo Facility (5)	250,000		10,148		58		N/A		8/30/2018
USB Repo Facility (4)	100,000		—		163		N/A		6/15/2020
Barclays Facility (6)	75,000		—		14		N/A		9/19/2019
Total	$	975,000	$	65,690	$	10,512

_______________________

⁽¹⁾ For the nine months ended September 30, 2017. Includes amortization of deferred financing costs.

⁽²⁾ Includes a one-year extension at the Company's option.

⁽³⁾ Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ Includes twoone-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁵⁾ Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.

⁽⁶⁾ Includes a one-year extension at the Company's option.

Schedule of Long-term Debt Instruments

The following table represents the terms of the notes issued by BSPRT 2017-FL1 Issuer, BSPRT 2017-FL2 Issuer and BSPRT 2018-FL3, respectively (dollars in thousands):

CLO Facility	As of September 30, 2018	Par Value Issued		Par Value Outstanding (1)(2)		Interest Rate	Maturity Date
2017-FL1 Issuer	Tranche A	$	223,600	$	124,489	1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		147,376		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
2018-FL3 Issuer	Tranche A	286,700		286,700		1M LIBOR + 105	3/15/2028
2018-FL3 Issuer	Tranche A-S	77,775		77,775		1M LIBOR + 135	3/15/2028
2018-FL3 Issuer	Tranche B	41,175		41,175		1M LIBOR + 165	3/15/2028
2018-FL3 Issuer	Tranche C	39,650		39,650		1M LIBOR + 255	3/15/2028
2018-FL3 Issuer	Tranche D	42,700		42,700		1M LIBOR + 345	3/15/2028
		$	1,188,862	$	999,157
CLO Facility	As of December 31, 2017	Par Value Issued		Par Value Outstanding (1)(3)		Interest Rate	Maturity Date
2015-FL1 Issuer	Tranche A	$	231,345	$	79,109	1M LIBOR + 175	8/1/2030
2015-FL1 Issuer	Tranche B	42,841		42,841		1M LIBOR + 388	8/1/2030
2015-FL1 Issuer	Tranche C	76,044		20,000		1M LIBOR + 525	8/1/2030
2017-FL1 Issuer	Tranche A	223,600		223,600		1M LIBOR + 135	7/1/2027
2017-FL1 Issuer	Tranche B	48,000		48,000		1M LIBOR + 240	7/1/2027
2017-FL1 Issuer	Tranche C	67,900		67,900		1M LIBOR + 425	7/1/2027
2017-FL2 Issuer	Tranche A	237,970		237,970		1M LIBOR + 82	10/15/2034
2017-FL2 Issuer	Tranche A-S	36,357		36,357		1M LIBOR + 110	10/15/2034
2017-FL2 Issuer	Tranche B	26,441		26,441		1M LIBOR + 140	10/15/2034
2017-FL2 Issuer	Tranche C	25,339		25,339		1M LIBOR + 215	10/15/2034
2017-FL2 Issuer	Tranche D	35,255		35,255		1M LIBOR + 345	10/15/2034
		$	1,051,092	$	842,812

________________________

⁽¹⁾ Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by BSPRT 2017-FL2 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018 and December 31, 2017.

⁽²⁾ Excludes $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by BSPRT 2018-FL3 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2018.

⁽³⁾ Excludes $56.0 million of Tranche C notes issued by RFT 2015-FL1 Issuer, held by the Company, which is eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2017.

Schedule of Variable Interest Entities

The below table reflects the total assets and liabilities of the Company's three CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of September 30, 2018 and December 31, 2017 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE.

Assets (dollars in thousands)	September 30, 2018		December 31, 2017
Cash (1)	$	35,768	$	49,017
Commercial mortgage loans, held for investment, net of allowance (2)	1,239,811		1,033,427
Accrued interest receivable	3,768		4,212
Total assets	$	1,279,347	$	1,086,656
Liabilities
Notes payable (3)(4)	$	1,072,344	$	912,800
Interest payable	1,765		1,462
Total liabilities	$	1,074,109	$	914,262

________________________

⁽¹⁾ Includes $35.5 million and $48.7 million of cash held by the servicer related to CLO loan payoffs as of September 30, 2018 and December 31, 2017.

⁽²⁾ The balance is presented net of allowance for loan loss of $0.6 million and $1.3 million as of September 30, 2018 and December 31, 2017, respectively.

⁽³⁾ Includes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer held by the Company as of September 30, 2018 and December 31, 2017; $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by 2018-FL3 Issuer held by the Company as of September 30, 2018. The notes held by the Company are eliminated within the Collateral loan obligations line of the consolidated balance sheets. Includes $55.8 million of Tranche C of Company issued CLO held by the Company as of December 31, 2017.

⁽⁴⁾ The balance is presented net of deferred financing cost and discount of $15.6 million and $16.9 million as of September 30, 2018 and December 31, 2017, respectively.

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Net Income Per Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Summary of the Basic and Diluted Earnings Per Share

The below table represents the Company's earnings per share and distribution per share for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in thousands, except share amounts):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Less: Preferred stock dividends	(1,255		)	—		(1,271		)	—
Less: Preferred stock undistributed income	(451		)	—		—			—
Net income applicable to common stock	$	17,294		$	6,975	$	35,127		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Basic net income per share	0.49			0.22		1.07			0.61
Net income	$	19,000		$	6,975	$	36,398		$	19,305
Basic weighted-average shares outstanding	35,468,648			31,741,679		32,977,572			31,778,169
Unvested restricted shares	14,209			14,824		10,007			12,098
Conversion of redeemable convertible preferred stock - weighted	3,459,571			—		1,180,695			—
Diluted weighted average shares outstanding	38,942,428			31,756,503		34,168,274			31,790,267
Diluted net income per share	0.49			0.22		1.07			0.61

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Stock Transactions (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Schedule of Share Repurchases

The following table summarizes the sales of common stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price
June 25, 2018	834,537	$	13,723
July 13, 2018	1,669,074	27,446
August 20, 2018	3,370,362	55,421
September 10, 2018	14,962	250
Total	5,888,935	$	96,840

The following table reflects the number of shares repurchased under the SRP cumulatively through September 30, 2018:

	Number of Requests	Number of Shares Repurchased	Average Price per Share
Cumulative as of December 31, 2017	2,125	1,991,391	$	21.36
January 1 - January 31, 2018(1)	889	421,809	18.56
February 1 - February 28, 2018	—	—	—
March 1 - March 31, 2018	—	—	—
April 1 - April 30, 2018	—	—	—
May 1 - May 31, 2018	—	—	—
June 1 - June 30, 2018	—	—	—
July 1 - July 31, 2018	831	387,214	18.74
August 1 - August 31, 2018	—	—	—
September 1 - September 30, 2018	—	—	—
Cumulative as of September 30, 2018	3,845	2,800,414	$	20.65

________________________

⁽¹⁾ Reflects shares repurchased in January 2018 pursuant to repurchase requests submitted for the fiscal semester ended December 31, 2017. As permitted under the SRP, the Board authorized repurchases up to the amount of proceeds reinvested through our DRIP. As a result, redemption requests in the amount of 185,689 shares were not fulfilled.

The following table summarizes the sales of Series A preferred stock in these offerings (dollars in thousands, except share amounts):

As of September 30, 2018	Total
Closing Date	Shares Issued	Purchase Price(1)
June 25, 2018	2,256	$	11,278
July 13, 2018	4,498	22,554
August 20, 2018	9,083	45,619
August 28, 2018	3,378	17,000
Total	19,215	$	96,451

________________________

⁽¹⁾Purchase price is $5,000 per share of Series A preferred stock plus accrued dividends as of the date of settlement.

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Unfunded Commitments Under Commercial Mortgage Loans

As of September 30, 2018 and December 31, 2017, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):

Funding Expiration	September 30, 2018		December 31, 2017
2018	$	6,277	$	36,475
2019	45,378		26,465
2020	173,162		20,598
2021	104,635		—
Total	$	329,452	$	83,538

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Related Party Transactions and Arrangements (Tables)

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Schedule of Selling Commissions and Dealer Manager Fees Payable

The table below shows the compensation and reimbursement payable to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager for services relating to the Company's public offering as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Payable as of
	September 30, 2018		December 31, 2017
Total commissions and fees incurred from the Former Dealer Manager	$	—	$	—
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	480		480

Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services

The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the three and nine months endedSeptember 30, 2018 and September 30, 2017, and the associated payable as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2018		2017		2018		2017		September 30, 2018		December 31, 2017
Acquisition fees and expenses(1)	$	173	$	1,685	$	289	$	4,175	$	—	$	—
Administrative services expenses	3,501		1,480		9,822		3,285		1,299		3,480
Asset management and subordinated performance fee	2,720		2,299		7,227		6,952		1,220		2,315
Other related party expenses(2)	315		87		785		183		316		146
Total	$	6,709	$	5,551	$	18,123	$	14,595	$	2,835	$	5,941

________________________

⁽¹⁾ Total acquisition fees and expenses paid during the three and nine months endedSeptember 30, 2018 were $2.4 million and $6.6 million, respectively, of which $2.2 million and $6.3 million were capitalized within the commercial mortgage loans, held for investment line of the Company's consolidated balance sheet. For the three and nine months endedSeptember 30, 2017 total acquisition fees and expenses paid during were $3.0 million and $9.0 million, respectively, of which $1.3 million and $4.8 million were capitalized.

⁽²⁾ Included in other expenses in the Company's consolidated statement of operations.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Financial Instruments Carried at Fair Value on a Recurring Basis

The following is a summary of the Company's real estate securities, CMBS (in thousands):

		Weighted Average
	Number of Investments	Interest Rate		Maturity	Par Value		Fair Value
September 30, 2018	2	4.7	%	December 2023	$	26,750	$	27,048
December 31, 2017	—	—	%	N/A	—		—

The following table presents information about the Company’s financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands):

	Total		Level I		Level II			Level III
September 30, 2018
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	$	105,976	$	—	$	—		$	105,976
Real estate securities	27,048		—		—			27,048
Credit default swaps	319		—		319			—
Interest rate swaps	375		—		375			—
Treasury note futures	1,293		1,293		—			—
Total assets, at fair value	$	135,011	$	1,293	$	694	—	$	133,024
Liabilities, at fair value
Credit default swaps	$	565	$	—	$	565		$	—
Total liabilities, at fair value	$	565	$	—	$	565		$	—
December 31, 2017
Assets, at fair value
Commercial mortgage loans, held-for-sale (1)	28,531		—		—			28,531
Treasury note futures	132		132		—			—
Total assets, at fair value	$	28,663	$	132	$	—		$	28,531
Liabilities, at fair value
Credit default swaps	$	357	$	—	$	357		$	—
Total liabilities, at fair value	$	357	$	—	$	357		$	—

________________________

⁽¹⁾ Loans held in the Company's TRS, reported within Commercial mortgage loans, held-for-sale, measured at fair value on the consolidated balance sheets.

Valuation Method of Company's Level 3 Financial Instruments

The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of September 30, 2018 and December 31, 2017 (dollars in thousands).

Asset Category	Fair Value	Valuation Methodologies	Unobservable Inputs (1)	Weighted Average (2)	Range
September 30, 2018
Commercial mortgage loans, held-for-sale, measured at fair value	$105,976	Discounted Cash Flow	Yield	5.30%	4.4% - 13.5%
Real estate securities, available-for-sale, at fair value	27,048	Broker Quotes	Yield	4.93%	4.1% - 5.6%
December 31, 2017
Commercial mortgage loans, held-for-sale, measured at fair value	$28,531	Discounted Cash Flow	Yield	4.93%	4.8% - 5.3%

⁽¹⁾ In determining certain of these inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.

⁽²⁾ Inputs were weighted based on the fair value of the investments included in the range.

Investments Measured at Fair Value on a Recurring Basis

The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 for which the Company has used Level III inputs to determine fair value (dollars in thousands):

	September 30, 2018
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2018	$	28,531		$	—
Transfers into Level III	—			—
Realized gain on sale of commercial mortgage loan held-for-sale	9,765			—
Realized gain (loss) on sale of real estate securities	—			(107		)
Unrealized gain (loss)	474			—
Unrealized gain (loss) included in OCI (1)	—			171
Purchases	440,815			39,511
Sales / paydowns	(373,609		)	(12,456		)
Discount accretion/(premium amortization)	—			(71		)
Transfers out of Level III	—			—
Ending balance, September 30, 2018	$	105,976		$	27,048
	December 31, 2017
	Commercial Mortgage Loans, held-for-sale, measured at fair value			Real Estate Securities
Beginning balance, January 1, 2017	$	—		$	49,049
Transfers into Level III	—			—
Realized gain on sale of real estate securities	—			172
Realized gain on sale of commercial mortgage loan held-for-sale	4,523			—
Net accretion	—			167
Unrealized gain (loss) included in OCI (1)	—			500
Purchases	156,101			—
Sales	(132,093		)	(34,888		)
Cash repayments/receipts	—			(15,000		)
Transfers out of Level III	—			—
Ending balance, December 31, 2017	$	28,531		$	—

________________________

⁽¹⁾ Unrealized gains included in Other comprehensive income ("OCI") are attributable to assets held at September 30, 2018 and December 31, 2017.

Financial Instruments Not Measured at Fair Value

The fair values of the Company's commercial mortgage loans, held-for-investment and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of September 30, 2018 and December 31, 2017 (dollars in thousands):

		Level	Carrying Amount		Fair Value
September 30, 2018
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	2,140,702	$	2,136,052
Collateralized loan obligation	Liability	II	983,546		1,002,313
December 31, 2017
Commercial mortgage loans, held-for-investment (1)	Asset	III	$	1,403,512	$	1,396,406
Collateralized loan obligation	Liability	II	826,150		842,812

________________________

⁽¹⁾ The carrying value is gross of $5.0 million and $1.5 million of allowance for loan losses as of September 30, 2018 and December 31, 2017, respectively.

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Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Liabilities at Fair Value

The following derivative instruments were outstanding as of September 30, 2018 and December 31, 2017 (dollars in thousands):

			Fair Value
Contract type	Notional		Assets (1)		Liabilities (1)
As of September 30, 2018
Credit default swaps	$	80,000	$	319	$	565
Interest rate swaps	18,000		375		—
Treasury note futures	126,382		1,293		—
Total	$	224,382	$	1,987	$	565
As of December 31, 2017
Credit default swaps	$	30,000	$	32	$	357
Treasury note futures	43,906		100		—
Total	$	73,906	$	132	$	357

_______________________

⁽¹⁾ Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

Schedule of Derivative Assets at Fair Value

The following derivative instruments were outstanding as of September 30, 2018 and December 31, 2017 (dollars in thousands):

			Fair Value
Contract type	Notional		Assets (1)		Liabilities (1)
As of September 30, 2018
Credit default swaps	$	80,000	$	319	$	565
Interest rate swaps	18,000		375		—
Treasury note futures	126,382		1,293		—
Total	$	224,382	$	1,987	$	565
As of December 31, 2017
Credit default swaps	$	30,000	$	32	$	357
Treasury note futures	43,906		100		—
Total	$	73,906	$	132	$	357

_______________________

⁽¹⁾ Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

Net Realized and Unrealized Losses on Derivatives

The following tables indicate the net realized and unrealized losses on derivatives, by primary underlying risk exposure, as included in loss on derivative instruments in the consolidated statements of operations for the three and nine months endedSeptember 30, 2018 and 2017(dollars in thousands).

	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)		Total
Contract type
Credit default swaps	$	(316	)	$	(64	)	$	(380	)	$	(106	)	$	29	$	(77	)
Interest rate swaps	84			195			279			74			709		783
Treasury note futures	1,504			(172		)	1,332			1,194			738		1,932
Total	$	1,272		$	(41	)	$	1,231		$	1,162		$	1,476	$	2,638

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017
	Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total			Unrealized Gain/(Loss)			Realized Gain/(Loss)			Total
Contract type
Credit default swaps	$	(171	)	$	(18	)	$	(189	)	$	(171	)	$	(18	)	$	(189	)
Treasury note futures	754						754			754			—			754
Total	$	583		$	(18	)	$	565		$	583		$	(18	)	$	565

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Offsetting Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2018

Offsetting [Abstract]

Offsetting Liabilities

The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Gross Amounts Not Offset on the Balance Sheet
Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet		Net Amount of Assets Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged		Net Amount
September 30, 2018
Derivative instruments, at fair value	$	1,987	$	—	$	1,987		$	—	$	—	$	1,987
December 31, 2017
Derivative instruments, at fair value	$	132	$	—	$	132		$	—	$	—	$	132

							Gross Amounts Not Offset on the Balance Sheet
Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged (2)		Net Amount
September 30, 2018
Repurchase agreements, commercial mortgage loans	$	565,329	$	—	$	565,329		$	779,745	$	5,010	$	—
Repurchase agreements - real estate securities	22,272		—		22,272			26,750		69		—
Derivative instruments, at fair value	565		—		565			—		5,167		—
December 31, 2017
Repurchase agreements, commercial mortgage loans	$	65,690	$	—	$	65,690		$	163,235	$	5,005	$	—
Repurchase agreements, real estate securities (1)	39,035		—		39,035			56,044		—		—
Derivative instruments, at fair value	357		—		357			—		2,961		—

________________________

⁽¹⁾ Includes $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

⁽²⁾ These cash collateral amounts are recorded within the Restricted cash balance on the consolidated balance sheets.

Offsetting Assets

The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of September 30, 2018 and December 31, 2017 (dollars in thousands):

							Gross Amounts Not Offset on the Balance Sheet
Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Balance Sheet		Net Amount of Assets Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged		Net Amount
September 30, 2018
Derivative instruments, at fair value	$	1,987	$	—	$	1,987		$	—	$	—	$	1,987
December 31, 2017
Derivative instruments, at fair value	$	132	$	—	$	132		$	—	$	—	$	132

							Gross Amounts Not Offset on the Balance Sheet
Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet			Financial Instruments		Cash Collateral Pledged (2)		Net Amount
September 30, 2018
Repurchase agreements, commercial mortgage loans	$	565,329	$	—	$	565,329		$	779,745	$	5,010	$	—
Repurchase agreements - real estate securities	22,272		—		22,272			26,750		69		—
Derivative instruments, at fair value	565		—		565			—		5,167		—
December 31, 2017
Repurchase agreements, commercial mortgage loans	$	65,690	$	—	$	65,690		$	163,235	$	5,005	$	—
Repurchase agreements, real estate securities (1)	39,035		—		39,035			56,044		—		—
Derivative instruments, at fair value	357		—		357			—		2,961		—

________________________

⁽¹⁾ Includes $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017.

⁽²⁾ These cash collateral amounts are recorded within the Restricted cash balance on the consolidated balance sheets.

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table represents the Company's operations by segment for the three and nine months endedSeptember 30, 2018 and 2017 (dollars in thousands):

Three Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	42,943	$	41,046	$	270		$	1,627
Interest expense	17,120		15,694		192			1,234
Net income (loss)	19,000		17,275		(29		)	1,754
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Three Months Ended September 30, 2017
Interest income	22,195		21,795		269			131
Interest expense	8,845		8,386		409			50
Net income	6,975		7,588		(22		)	(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

Nine Months Ended September 30, 2018	Total		Real Estate Debt		Real Estate Securities			TRS
Interest income	$	106,478	$	101,073	$	317		$	5,088
Interest expense	50,183		46,813		378			2,992
Net income (loss)	36,398		30,997		(168		)	5,569
Total assets as of September 30, 2018	2,387,390		2,246,251		27,647			113,492
Nine Months Ended September 30, 2017
Interest income	61,917		60,435		1,351			131
Interest expense	21,990		20,686		1,254			50
Net income	19,305		19,627		269			(591		)
Total assets as of December 31, 2017	1,583,661		1,517,021		389			66,251

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Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 25, 2018	Sep. 30, 2018 USD ($) $ / shares	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) segment $ / shares	Sep. 30, 2017 USD ($)	Jun. 01, 2018 $ / shares shares	Apr. 05, 2018 $ / shares	Dec. 31, 2017 USD ($) $ / shares
Related Party Transaction [Line Items]
Realized gain on commercial mortgage loans accounted for under fair value option		$ 3,419	$ 0	$ 9,765	$ 0
Minimum distribution percentage to qualify for REIT taxation status				90.00%
Pre-tax income recognized by TRS		19,325	6,684	$ 37,478	19,014
Income tax expense recognized by TRS		$ 325	$ (291)	$ 1,080	$ (291)
Number of reportable segments | segment				3
Preferred stock, par value per share (in dollars per share) | $ / shares		$ 0.01		$ 0.01			$ 0.001	$ 0.01
TRS
Related Party Transaction [Line Items]
Pre-tax income recognized by TRS		$ 1,400		$ 4,700
Domestic Tax Authority
Related Party Transaction [Line Items]
Income tax expense recognized by TRS		300		1,100
Fair Value
Related Party Transaction [Line Items]
Principal amount outstanding of commercial mortgage loans, fair value		106,000		106,000				$ 28,500
Carrying Amount
Related Party Transaction [Line Items]
Principal amount outstanding of commercial mortgage loans, fair value		$ 105,500		$ 105,500				$ 28,500
Redeemable Convertible Preferred Stock Series A
Related Party Transaction [Line Items]
Preferred stock, par value per share (in dollars per share) | $ / shares		$ 0.01		$ 0.01				$ 0.01
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements
Related Party Transaction [Line Items]
Preferred stock, par value per share (in dollars per share) | $ / shares						$ 0.01
Dividend payable based on share price (in usd per share) | $ / shares						$ 16.67
Preferred stock conversion basis (in shares) | shares						299.2
Liquidity event period	6 years
Amortization of beneficial conversion feature		$ 400
Commercial Mortgage Loans - Held for Sale
Related Party Transaction [Line Items]
Origination and purchase of commercial mortgage loans, held for sale				$ 5,900
Proceeds from sale of commercial mortgage loans				$ 5,900

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Commercial Mortgage Loans - Carrying Value of Commercial Mortgage Loans Held for Investment (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Senior loans	$ 2,113,557	$ 1,368,425
Mezzanine loans	27,145	35,087
Total gross carrying value of loans	2,140,702	1,403,512
Less: Allowance for loan losses	4,968	1,466	$ 2,181
Total commercial mortgage loans, held for investment, net	$ 2,135,734	$ 1,402,046

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Commercial Mortgage Loans - Allowance for Loan Losses (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) loan	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) loan
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance			$ 1,466	$ 2,181	$ 2,181
Loan loss provision/(recovery)	$ 1,066	$ (641)	3,502	$ (222)	(715)
Charge-offs			0		0
Recoveries			0		0
Ending balance	4,968		$ 4,968		$ 1,466
Repurchase agreements, commercial mortgage loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of mezzanine loans funded (loan) | loan			100		69
Non-accrual loans | Repurchase agreements, commercial mortgage loans
Allowance for Loan and Lease Losses [Roll Forward]
Loan loss provision/(recovery)	$ 1,300		$ 4,100
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of mezzanine loans funded (loan) | loan			1		0

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Commercial Mortgage Loans - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2018 USD ($) rating loan	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) rating loan
Accounts, Notes, Loans and Financing Receivable [Line Items]
Initial risk rating of loans | rating				2.0
Weighted average risk rating of loans | rating				2.1		2.2
Principal balance of the loan	$ 2,140,702		$ 2,140,702	$ 2,140,702		$ 1,403,512
Loan loss provision/(recovery)	1,066	$ (641)		$ 3,502	$ (222)	$ (715)
Repurchase agreements, commercial mortgage loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of mezzanine loans funded (loan) | loan				100		69
Principal balance of the loan	2,150,173		2,150,173	$ 2,150,173		$ 1,407,718
Commercial Mortgage Loans - Held for Sale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of mezzanine loans funded (loan) | loan				12		3
Principal balance of the loan	105,503		105,503	$ 105,503		$ 28,531
Non-accrual loans | Repurchase agreements, commercial mortgage loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of mezzanine loans funded (loan) | loan				1		0
Proceeds from interest received			600
Principal balance of the loan	16,800		16,800	$ 16,800
Fair value of the loan	12,100		$ 12,100	12,100
Loan loss provision/(recovery)	$ 1,300			$ 4,100

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Commercial Mortgage Loans - Commercial Mortgage Loan Portfolio (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 2,140,702	$ 1,403,512
Repurchase agreements, commercial mortgage loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 2,150,173	$ 1,407,718
Loan type as a percent of total loans, percent	100.00%	100.00%
Repurchase agreements, commercial mortgage loans | Multifamily
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 875,134	$ 505,189
Loan type as a percent of total loans, percent	40.70%	35.90%
Repurchase agreements, commercial mortgage loans | Office
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 481,086	$ 455,698
Loan type as a percent of total loans, percent	22.40%	32.40%
Repurchase agreements, commercial mortgage loans | Retail
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 255,856	$ 209,598
Loan type as a percent of total loans, percent	11.90%	14.90%
Repurchase agreements, commercial mortgage loans | Hospitality
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 336,064	$ 184,025
Loan type as a percent of total loans, percent	15.60%	13.10%
Repurchase agreements, commercial mortgage loans | Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 53,871	$ 53,208
Loan type as a percent of total loans, percent	2.50%	3.70%
Repurchase agreements, commercial mortgage loans | Mixed-Use
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 112,105	$ 0
Loan type as a percent of total loans, percent	5.20%	0.00%
Repurchase agreements, commercial mortgage loans | Self-Storage
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 36,057	$ 0
Loan type as a percent of total loans, percent	1.70%	0.00%
Commercial Mortgage Loans - Held for Sale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 105,503	$ 28,531
Loan type as a percent of total loans, percent	100.00%	100.00%
Commercial Mortgage Loans - Held for Sale | Multifamily
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 27,700	$ 28,531
Loan type as a percent of total loans, percent	26.30%	100.00%
Commercial Mortgage Loans - Held for Sale | Office
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 12,500	$ 0
Loan type as a percent of total loans, percent	11.80%	0.00%
Commercial Mortgage Loans - Held for Sale | Retail
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 42,030	$ 0
Loan type as a percent of total loans, percent	39.80%	0.00%
Commercial Mortgage Loans - Held for Sale | Hospitality
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total gross carrying value of loans	$ 23,273	$ 0
Loan type as a percent of total loans, percent	22.10%	0.00%

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Commercial Mortgage Loans - Loan Portfolio Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Movement in Mortgage Loans on Real Estate [Roll Forward]
Balance at Beginning of Year			$ 1,402,046	$ 1,046,556	$ 1,046,556
Acquisitions and originations			1,286,948		837,861
Principal repayments			(542,833)		(381,933)
Discount accretion and premium amortization			3,284		2,554
Loans transferred to commercial real estate loans, held-for-sale			(2,250)		(100,005)
Net fees capitalized into carrying value of loans			(7,959)		(3,702)
Loan loss recovery/(provision)	$ (1,066)	$ 641	(3,502)	$ 222	715
Balance at End of Period	$ 2,135,734		$ 2,135,734		$ 1,402,046

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Real Estate Securities - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018 USD ($) investment	Sep. 30, 2018 USD ($) investment	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) investment
Schedule of Available-for-sale Securities [Line Items]
Loss from sale of commercial loans		$ (9,717)	$ 1,587
CMBS
Schedule of Available-for-sale Securities [Line Items]
Payments to acquire CMBS	$ 15,800
Loss from sale of commercial loans	$ 100
Number of CMBS positions | investment	2	2		0
Aggregate carrying value	$ 26,877	$ 26,877		$ 0
Unrealized Gains	$ 171	$ 171		$ 0

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Real Estate Securities - Summary of Company's Real Estate Securities, CMBS (Details) - CMBS $ in Thousands	Sep. 30, 2018 USD ($) investment	Dec. 31, 2017 USD ($) investment
Schedule of Available-for-sale Securities [Line Items]
Number of Investments | investment	2	0
Interest Rate	4.70%	0.00%
Par Value	$ 26,750	$ 0
Fair Value	$ 27,048	$ 0

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Real Estate Securities - Summary of Changes in Fair Value of CMBS Investments (Details) - CMBS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 26,877	$ 0
Unrealized Gains	171	0
Unrealized Losses	0	0
Fair Value	$ 27,048	$ 0

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Real Estate Securities - Schedule of Gains (Losses) on Real Estate Securities (Details) - CMBS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Gain (Loss) on Investments [Line Items]
Unrealized gain (loss) available-for-sale securities	$ 194	$ (448)	$ 171	$ 19
Reclassification of net (gain) loss on available-for-sale securities included in net income (loss)	0	0	0	481
Available-for-sale securities, realized and unrealized gains (losses)	$ 194	$ (448)	$ 171	$ 500

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Debt - Narrative (Details)					9 Months Ended		12 Months Ended
	Apr. 05, 2018 USD ($) mortgage_asset $ / shares shares	Feb. 15, 2018 USD ($)	Jan. 30, 2018 USD ($)	May 17, 2017 USD ($)	Sep. 30, 2018 USD ($) loan mortgage_asset extension $ / shares shares	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) mortgage_asset extension $ / shares shares	Jul. 30, 2018 USD ($)	Jul. 29, 2018 USD ($)	Jul. 19, 2018 USD ($)	Jul. 18, 2018 USD ($)	Jan. 29, 2018 USD ($)
Line of Credit Facility [Line Items]
Unsecured line of credit					$ 1,270,000,000		$ 975,000,000
Amount outstanding					565,329,000		65,690,000
Accrued interest					13,964,000		$ 10,512,000
Amortization of deferred financing costs					$ 10,788,000	$ 3,735,000
Preferred stock, shares issued (in shares) | shares	64,050,000				0		0
Preferred stock, par value per share (in dollars per share) | $ / shares	$ 0.001				$ 0.01		$ 0.01
Liquidation preference per share (in dollars per share) | $ / shares	$ 1,000
Number of CDO's | loan					3
U.S. Bank National Association | Secured Debt | Collateralized Loan Obligations Issued in 2015
Line of Credit Facility [Line Items]
Principal balance of collateral		$ 145,000,000
Amortization of deferred financing costs		$ 6,400,000
U.S. Bank National Association | Secured Debt | Collateralized Loan Obligations Issued in 2017-FL1
Line of Credit Facility [Line Items]
Principal balance of collateral					$ 319,000,000		$ 418,100,000
Number of mortgage assets pledged as collateral (mortgage asset) | mortgage_asset					20		25
U.S. Bank National Association | Secured Debt | Collateralized Loan Obligations Issued in 2017-FL2
Line of Credit Facility [Line Items]
Principal balance of collateral					$ 341,900,000		$ 440,700,000
Cash held by servicer					$ 8,200,000
Number of mortgage assets pledged as collateral (mortgage asset) | mortgage_asset					17		20
U.S. Bank National Association | Secured Debt | 2018-FL3 Mortgage Assets
Line of Credit Facility [Line Items]
Principal balance of collateral	$ 582,800,000
Cash held by servicer	$ 27,300,000
Number of mortgage assets pledged as collateral (mortgage asset) | mortgage_asset	39
U.S. Bank National Association | Secured Debt | 2018-FL3 Notes
Line of Credit Facility [Line Items]
Principal balance	$ 546,000,000
Proceeds from secured debt	488,000,000
Proceeds from wholly owned subsidiary	$ 58,000,000
U.S. Bank National Association | Secured Debt | BSPRT 2017-FL1, BSPRT 2017-FL2 and BSPRT 2018-FL3
Line of Credit Facility [Line Items]
Principal balance of collateral					$ 191,000,000
Minimum
Line of Credit Facility [Line Items]
Maturity term					30 days
Maximum
Line of Credit Facility [Line Items]
Maturity term					90 days
JPM Repo Facility
Line of Credit Facility [Line Items]
Extension on initial maturity date							1 year
GS Repo Facility
Line of Credit Facility [Line Items]
Extension on initial maturity date					1 year		1 year
USB Repo Facility
Line of Credit Facility [Line Items]
Number of extension options | extension					2		2
Extension on initial maturity date					1 year		1 year
CS Repo Facility
Line of Credit Facility [Line Items]
Extension on initial maturity date							364 days
Barclays Facility
Line of Credit Facility [Line Items]
Extension on initial maturity date					1 year		1 year
PWB Financing
Line of Credit Facility [Line Items]
Accrued interest					$ 1,200,000
PWB Financing | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate				4.00%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Amount outstanding					22,272,000		$ 39,035,000
Revolving Credit Facility | JPM Repo Facility
Line of Credit Facility [Line Items]
Unsecured line of credit			$ 520,000,000		520,000,000		300,000,000					$ 300,000,000
Extension on initial maturity date			1 year
Amount outstanding					241,282,000		42,042,000
Accrued interest					$ 6,601,000		7,064,000
Revolving Credit Facility | JPM Repo Facility | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					2.40%
Revolving Credit Facility | GS Repo Facility
Line of Credit Facility [Line Items]
Variable interest rate					0.50%
Unsecured line of credit					$ 250,000,000		250,000,000
Amount outstanding					0		13,500,000
Accrued interest					$ 415,000		3,213,000
Revolving Credit Facility | GS Repo Facility | Minimum | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					2.35%
Revolving Credit Facility | GS Repo Facility | Maximum | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					2.85%
Revolving Credit Facility | USB Repo Facility
Line of Credit Facility [Line Items]
Unsecured line of credit					$ 100,000,000		100,000,000
Amount outstanding					14,651,000		0
Accrued interest					$ 502,000		163,000
Revolving Credit Facility | USB Repo Facility | Minimum | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					2.25%
Revolving Credit Facility | USB Repo Facility | Maximum | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					3.00%
Revolving Credit Facility | CS Repo Facility
Line of Credit Facility [Line Items]
Unsecured line of credit					$ 300,000,000		250,000,000			$ 300,000,000	$ 250,000,000
Amount outstanding					309,396,000		10,148,000
Accrued interest					$ 5,301,000		58,000
Revolving Credit Facility | CS Repo Facility | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Variable interest rate					2.50%
Revolving Credit Facility | Barclays Facility | Secured Debt
Line of Credit Facility [Line Items]
Unsecured line of credit					$ 100,000,000		75,000,000	$ 100,000,000	$ 75,000,000
Amount outstanding					0		0
Accrued interest					$ 1,145,000		14,000
Revolving Credit Facility | Barclays Facility | Base Rate
Line of Credit Facility [Line Items]
Variable interest rate					1.75%
Revolving Credit Facility | Barclays Facility | Eurodollar Rate
Line of Credit Facility [Line Items]
Variable interest rate					2.75%
Revolving Credit Facility | PWB Financing
Line of Credit Facility [Line Items]
Unsecured line of credit				$ 36,200,000
Principal balance of collateral				$ 54,200,000
Amount outstanding							$ 26,200,000

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Debt - Schedule of Repurchase Agreements - Commercial Mortgage Loans (Details)		9 Months Ended	12 Months Ended
	Jan. 30, 2018 USD ($)	Sep. 30, 2018 USD ($) extension	Dec. 31, 2017 USD ($) extension	Jul. 30, 2018 USD ($)	Jul. 29, 2018 USD ($)	Jul. 19, 2018 USD ($)	Jul. 18, 2018 USD ($)	Jan. 29, 2018 USD ($)
Debt Instrument [Line Items]
Committed Financing		$ 1,270,000,000	$ 975,000,000
Amount Outstanding		565,329,000	65,690,000
Interest Expense		13,964,000	10,512,000
Revolving Credit Facility
Debt Instrument [Line Items]
Amount Outstanding		$ 22,272,000	$ 39,035,000
Ending Weighted Average Interest Rate		2.91%	3.32%
JPM Repo Facility
Debt Instrument [Line Items]
Extension on initial maturity date			1 year
JPM Repo Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Committed Financing	$ 520,000,000	$ 520,000,000	$ 300,000,000					$ 300,000,000
Amount Outstanding		241,282,000	42,042,000
Interest Expense		$ 6,601,000	$ 7,064,000
Ending Weighted Average Interest Rate		4.32%	3.48%
Extension on initial maturity date	1 year
GS Repo Facility
Debt Instrument [Line Items]
Extension on initial maturity date		1 year	1 year
GS Repo Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Committed Financing		$ 250,000,000	$ 250,000,000
Amount Outstanding		0	13,500,000
Interest Expense		$ 415,000	$ 3,213,000
Ending Weighted Average Interest Rate			3.74%
USB Repo Facility
Debt Instrument [Line Items]
Extension on initial maturity date		1 year	1 year
Number of extension options | extension		2	2
USB Repo Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Committed Financing		$ 100,000,000	$ 100,000,000
Amount Outstanding		14,651,000	0
Interest Expense		$ 502,000	$ 163,000
Ending Weighted Average Interest Rate		3.91%
CS Repo Facility
Debt Instrument [Line Items]
Extension on initial maturity date			364 days
CS Repo Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Committed Financing		$ 300,000,000	$ 250,000,000			$ 300,000,000	$ 250,000,000
Amount Outstanding		309,396,000	10,148,000
Interest Expense		$ 5,301,000	$ 58,000
Ending Weighted Average Interest Rate		4.37%
Barclays Facility
Debt Instrument [Line Items]
Extension on initial maturity date		1 year	1 year
Barclays Facility | Revolving Credit Facility | Secured Debt
Debt Instrument [Line Items]
Committed Financing		$ 100,000,000	$ 75,000,000	$ 100,000,000	$ 75,000,000
Amount Outstanding		0	0
Interest Expense		$ 1,145,000	$ 14,000

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Debt - Schedule of Repurchase Agreements - Real Estate Securities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Amount Outstanding	$ 565,329	$ 65,690
Accrued Interest	2,484	1,544
Revolving Credit Facility
Debt Instrument [Line Items]
Amount Outstanding	22,272	39,035
Accrued Interest	5	11
Collateral Pledged	$ 26,750	$ 56,044
Interest Rate	2.91%	3.32%
Days to Maturity	26 days	26 days
Revolving Credit Facility | JP Morgan Securities LLC
Debt Instrument [Line Items]
Amount Outstanding	$ 22,272	$ 39,035
Accrued Interest	5	11
Collateral Pledged	$ 26,750	$ 56,044
Interest Rate	2.91%	3.32%
Days to Maturity	26 days	26 days
U.S. Bank National Association | Secured Debt | Class C Notes
Debt Instrument [Line Items]
Fair Value		$ 56,000

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Debt - Schedule of Collateralized Loan Obligations by Tranche (Details) - Secured Debt - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
U.S. Bank National Association
Debt Instrument [Line Items]
Par Value Issued	$ 1,188,862	$ 1,051,092
Par Value Outstanding	999,157	842,812
U.S. Bank National Association | Class A Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued	223,600	223,600
Par Value Outstanding	124,489	223,600
U.S. Bank National Association | Class B Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued	48,000	48,000
Par Value Outstanding	48,000	48,000
U.S. Bank National Association | Class C Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued	67,900	67,900
Par Value Outstanding	67,900	67,900
U.S. Bank National Association | Class A Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Issued	237,970	237,970
Par Value Outstanding	147,376	237,970
U.S. Bank National Association | Class A-S Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Issued	36,357	36,357
Par Value Outstanding	36,357	36,357
U.S. Bank National Association | Class B Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Issued	26,441	26,441
Par Value Outstanding	26,441	26,441
U.S. Bank National Association | Class C Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Issued	25,339	25,339
Par Value Outstanding	25,339	25,339
U.S. Bank National Association | Class D Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Issued	35,255	35,255
Par Value Outstanding	35,255	35,255
U.S. Bank National Association | Class A Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Issued	286,700
Par Value Outstanding	286,700
U.S. Bank National Association | Class A-S Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Issued	77,775
Par Value Outstanding	77,775
U.S. Bank National Association | Class B Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Issued	41,175
Par Value Outstanding	41,175
U.S. Bank National Association | Class C Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Issued	39,650
Par Value Outstanding	39,650
U.S. Bank National Association | Class D Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Issued	42,700
Par Value Outstanding	42,700
U.S. Bank National Association | Class A Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued		231,345
Par Value Outstanding		79,109
U.S. Bank National Association | Class B Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued		42,841
Par Value Outstanding		42,841
U.S. Bank National Association | Class C Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Par Value Issued		76,044
Par Value Outstanding		20,000
RFT issued Collaterized Loan Obligation | U.S. Bank National Association | Class C Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Par Value Outstanding		56,000
RFT issued Collaterized Loan Obligation | U.S. Bank National Association | Class E Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Outstanding	16,000
RFT issued Collaterized Loan Obligation | U.S. Bank National Association | Class F Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Par Value Outstanding		$ 14,900
RFT issued Collaterized Loan Obligation | U.S. Bank National Association | Class E Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Outstanding	36,600
RFT issued Collaterized Loan Obligation | U.S. Bank National Association | Class F Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Par Value Outstanding	$ 21,400
London Interbank Offered Rate (LIBOR) | Class A Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.35%	1.35%
London Interbank Offered Rate (LIBOR) | Class B Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate	2.40%	2.40%
London Interbank Offered Rate (LIBOR) | Class C Notes - 2017-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate	4.25%	4.25%
London Interbank Offered Rate (LIBOR) | Class A Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Variable interest rate	0.82%	0.82%
London Interbank Offered Rate (LIBOR) | Class A-S Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.10%	1.10%
London Interbank Offered Rate (LIBOR) | Class B Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.40%	1.40%
London Interbank Offered Rate (LIBOR) | Class C Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Variable interest rate	2.15%	2.15%
London Interbank Offered Rate (LIBOR) | Class D Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Variable interest rate	3.45%	3.45%
London Interbank Offered Rate (LIBOR) | Class A Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.05%
London Interbank Offered Rate (LIBOR) | Class A-S Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.35%
London Interbank Offered Rate (LIBOR) | Class B Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Variable interest rate	1.65%
London Interbank Offered Rate (LIBOR) | Class C Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Variable interest rate	2.55%
London Interbank Offered Rate (LIBOR) | Class D Notes - 2018-FL3 Issuer
Debt Instrument [Line Items]
Variable interest rate	3.45%
London Interbank Offered Rate (LIBOR) | Class A Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate		1.75%
London Interbank Offered Rate (LIBOR) | Class B Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate		3.88%
London Interbank Offered Rate (LIBOR) | Class C Notes - 2015-FL1 Issuer
Debt Instrument [Line Items]
Variable interest rate		5.25%

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Debt - Collateralized Loan Obligations (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Cash	$ 55,471	$ 83,711	$ 72,262
Commercial mortgage loans, held for investment, net of allowance	2,135,734	1,402,046
Accrued interest receivable	11,606	8,152
Total assets	2,387,390	1,583,661	1,583,661
Interest payable	2,484	1,544
Total liabilities	1,589,309	973,322
Restricted cash	10,570	7,997	$ 7,754
Allowance for loan losses	4,968	1,466		$ 2,181
Variable Interest Entity, Primary Beneficiary
Debt Instrument [Line Items]
Cash	35,768	49,017
Commercial mortgage loans, held for investment, net of allowance	1,239,811	1,033,427
Accrued interest receivable	3,768	4,212
Total assets	1,279,347	1,086,656
Notes payable	1,072,344	912,800
Interest payable	1,765	1,462
Total liabilities	1,074,109	914,262
Restricted cash	35,500	48,700
Allowance for loan losses	600	1,300
Deferred financing cost and discount	15,600	16,900
U.S. Bank National Association | Secured Debt
Debt Instrument [Line Items]
Notes payable	1,188,862	1,051,092
U.S. Bank National Association | Variable Interest Entity, Primary Beneficiary | Secured Debt | Class E Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Notes payable	16,000	16,000
U.S. Bank National Association | Variable Interest Entity, Primary Beneficiary | Secured Debt | Class F Notes - 2017-FL2 Issuer
Debt Instrument [Line Items]
Notes payable	14,900	14,900
U.S. Bank National Association | Variable Interest Entity, Primary Beneficiary | Secured Debt | Class E Notes - 2018-FL2 Issuer
Debt Instrument [Line Items]
Notes payable	36,600
U.S. Bank National Association | Variable Interest Entity, Primary Beneficiary | Secured Debt | Class F Notes - 2018-FL2 Issuer
Debt Instrument [Line Items]
Notes payable	$ 21,400
U.S. Bank National Association | Variable Interest Entity, Primary Beneficiary | Secured Debt | Class C Notes
Debt Instrument [Line Items]
Notes payable		$ 55,800

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Net Income Per Share - Summary of Earnings Per Share and Distribution Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net income	$ 19,000	$ 6,975	$ 36,398	$ 19,305
Less: Preferred stock dividends	(1,255)	0	(1,271)	0
Net income applicable to common stock	$ 17,294	$ 6,975	$ 35,127	$ 19,305
Basic weighted-average shares outstanding (in shares)	35,468,648	31,741,679	32,977,572	31,778,169
Basic net income per share (in dollars per share)	$ 0.49	$ 0.22	$ 1.07	$ 0.61
Unvested restricted shares	14,209	14,824	10,007	12,098
Conversion of redeemable convertible preferred stock - weighted	3,459,571	0	1,180,695	0
Diluted weighted average shares outstanding (in shares)	38,942,428	31,756,503	34,168,274	31,790,267
Diluted net income per share (in dollars per share)	$ 0.49	$ 0.22	$ 1.07	$ 0.61
Preferred Stock
Less: Preferred stock undistributed (income)/loss	$ (451)		$ 0

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Stock Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands									3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 10, 2018	Aug. 28, 2018	Aug. 20, 2018	Jul. 13, 2018	Jun. 25, 2018	Aug. 10, 2017	Feb. 28, 2016	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Proceeds from issuances of common stock											$ 96,840	$ 0
Minimum distribution percentage to qualify for REIT taxation status											90.00%
Distribution percentage required to avoid paying federal income taxes											100.00%
Common stock, dividends, per share per year, declared (in dollars per share)									$ 1.44	$ 2.0625
Distributions payable	$ 5,116								$ 5,116		$ 5,116				$ 3,917
Total distributions											35,000	32,600
Cash distributions											24,400	21,200
Common stock distributions											$ 10,600	$ 11,400
DRIP offer price (in usd per share)	$ 18.75								$ 18.75		$ 18.75			$ 18.95
Share repurchase program, period in force								1 year
Maximum share repurchases per fiscal semester								2.50%
Maximum share repurchases per fiscal year								5.00%
Forecast
Class of Stock [Line Items]
DRIP offer price (in usd per share)													$ 18.75
Share Repurchase Program (SRP)
Class of Stock [Line Items]
Share repurchase program, NAV multiplier year one							92.50%
Share repurchase program, NAV multiplier year two							95.00%
Share repurchase program, NAV multiplier year three							97.50%
Share repurchase program, NAV multiplier year four							100.00%
Common Stock Purchase Agreements
Class of Stock [Line Items]
Proceeds from issuances of common stock	$ 20,000	$ 250		$ 55,421	$ 27,446	$ 13,723					$ 96,840
Stock purchase price (in dollars per share)	$ 16.71								16.71		$ 16.71
Number of shares issued		14,962		3,370,362	1,669,074	834,537					5,888,935
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements
Class of Stock [Line Items]
Proceeds from issuances of common stock	$ 15,100
Stock purchase price (in dollars per share)	$ 5,000								$ 5,000		$ 5,000
Number of shares issued			3,378	9,083	4,498	2,256					19,215
Common Stock
Class of Stock [Line Items]
Shares outstanding (in shares)	37,477,393								37,477,393		37,477,393				31,834,072

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Stock Transactions - Share Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands							9 Months Ended
	Sep. 30, 2018	Sep. 10, 2018	Aug. 28, 2018	Aug. 20, 2018	Jul. 13, 2018	Jun. 25, 2018	Sep. 30, 2018	Sep. 30, 2017
Class of Stock [Line Items]
Proceeds from issuances of common stock							$ 96,840	$ 0
Proceeds from issuances of redeemable convertible preferred stock							$ 96,075	$ 0
Redeemable Convertible Preferred Stock Purchase Agreements | Redeemable Convertible Preferred Stock Series A
Class of Stock [Line Items]
Number of shares issued			3,378	9,083	4,498	2,256	19,215
Proceeds from issuances of common stock	$ 15,100
Proceeds from issuances of redeemable convertible preferred stock			$ 17,000	$ 45,619	$ 22,554	$ 11,278	$ 96,451
Stock purchase price (in dollars per share)	$ 5,000						$ 5,000
Common Stock Purchase Agreements
Class of Stock [Line Items]
Number of shares issued		14,962		3,370,362	1,669,074	834,537	5,888,935
Proceeds from issuances of common stock	$ 20,000	$ 250		$ 55,421	$ 27,446	$ 13,723	$ 96,840
Stock purchase price (in dollars per share)	$ 16.71						$ 16.71

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Stock Transactions - Shares Repurchased During the Period (Details) - Share Repurchase Program (SRP) - Common Stock	1 Months Ended									12 Months Ended
	Sep. 30, 2018 share_repurchase_request $ / shares shares	Aug. 31, 2018 share_repurchase_request $ / shares shares	Jul. 31, 2018 share_repurchase_request $ / shares shares	Jun. 30, 2018 share_repurchase_request $ / shares shares	May 31, 2018 share_repurchase_request $ / shares shares	Apr. 30, 2018 share_repurchase_request $ / shares shares	Mar. 31, 2018 share_repurchase_request $ / shares shares	Feb. 28, 2018 share_repurchase_request $ / shares shares	Jan. 31, 2018 share_repurchase_request $ / shares shares	Dec. 31, 2017 share_repurchase_request $ / shares shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, number of requests (share repurchase request) | share_repurchase_request									2,125
Number of requests during the period (share repurchase request) | share_repurchase_request	0	0	831	0	0	0	0	0	889
Ending balance, number of requests (share repurchase request) | share_repurchase_request	3,845									2,125
Beginning balance, number of shares repurchased (shares)									1,991,391
Number of shares repurchased (shares)	0	0	387,214	0	0	0	0	0	421,809
Ending balance, number of shares repurchased (shares)	2,800,414									1,991,391
Beginning balance, average price per share (usd per share) | $ / shares									$ 21.36
Repurchases, average price per share (usd per share) | $ / shares	$ 0.00	$ 0.00	$ 18.74	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 18.56
Ending balance, average price per share (usd per share) | $ / shares	$ 20.65									$ 21.36
Unfulfilled redemption requests (shares)										185,689

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Commitments and Contingencies - (Details) - Loan Origination Commitments - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Unrecorded Unconditional Purchase Obligation [Line Items]
2018	$ 6,277	$ 36,475
2019	45,378	26,465
2020	173,162	20,598
2021	104,635	0
Total unfunded commitments	$ 329,452	$ 83,538

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Related Party Transactions and Arrangements - Narrative (Details) - USD ($) $ in Thousands							1 Months Ended	9 Months Ended
	Aug. 28, 2018	Aug. 20, 2018	Jul. 13, 2018	Jun. 25, 2018	Feb. 22, 2018	Sep. 29, 2016	Dec. 31, 2017	Sep. 30, 2018	Sep. 30, 2017
Related Party Transaction [Line Items]
Origination and purchase of commercial mortgage loans, held for investment								$ 1,278,978	$ 565,094
Commercial mortgage loans, held-for-sale, measured at fair value							$ 28,531	105,976
Affiliate | The Advisor
Related Party Transaction [Line Items]
Monthly asset management fee, percent of stockholders' equity						0.125%
Annual asset management fee, percent of stockholders' equity						1.50%
Subordinated performance fee, total return threshold						6.00%
Subordinated participation in asset sale fee						15.00%
Subordinated participation in asset sale fee maximum						10.00%
Real estate acquisition fee, percentage						1.00%
Affiliate | The Advisor | Fee to Acquire and Originate Real Estate Debt
Related Party Transaction [Line Items]
Transaction rate						0.50%
Commercial mortgage loans | Affiliate
Related Party Transaction [Line Items]
Origination and purchase of commercial mortgage loans, held for investment					$ 27,800		$ 17,100
Commercial mortgage loans, held-for-sale, measured at fair value								$ 4,500
Proceeds from commercial mortgage loans, held for investment					$ 23,300
Redeemable Convertible Preferred Stock Purchase Agreements | Manager Investor
Related Party Transaction [Line Items]
Number of shares issued								1,893,569
Proceeds from issuances of redeemable convertible preferred stock								$ 31,600
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements
Related Party Transaction [Line Items]
Number of shares issued	3,378	9,083	4,498	2,256				19,215
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements | Manager Investor
Related Party Transaction [Line Items]
Number of shares issued								105
Proceeds from issuances of redeemable convertible preferred stock								$ 500
Commitments of Manager Investors								50
Common Stock | Redeemable Convertible Preferred Stock Purchase Agreements | Manager Investor
Related Party Transaction [Line Items]
Commitments of Manager Investors								$ 0

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Related Party Transactions and Arrangements - Schedule of Compensation and Reimbursement Incurred and Associated Payables Relating to Public Offering (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Payable to related party	$ 3,315	$ 6,421
Dealer Manager
Related Party Transaction [Line Items]
Payable to related party	0	0
Fees and Expense Reimbursement, Stock Offering | Advisor and Dealer Manager
Related Party Transaction [Line Items]
Payable to related party	$ 480	$ 480

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Related Party Transactions and Arrangements - Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Related Party Transaction [Line Items]
Payable to related party	$ 3,315		$ 3,315		$ 6,421
Affiliate
Related Party Transaction [Line Items]
Related party expenses	6,709	$ 5,551	18,123	$ 14,595
Payable to related party	2,835		2,835		5,941
Affiliate | Nonrecurring Fees | Acquisition fees and expenses
Related Party Transaction [Line Items]
Related party expenses	173	1,685	289	4,175
Payable to related party	0		0		0
Affiliate | Nonrecurring Fees | Administrative services expenses
Related Party Transaction [Line Items]
Related party expenses	3,501	1,480	9,822	3,285
Payable to related party	1,299		1,299		3,480
Affiliate | Nonrecurring Fees | Asset management and subordinated performance fee
Related Party Transaction [Line Items]
Related party expenses	2,720	2,299	7,227	6,952
Payable to related party	1,220		1,220		2,315
Affiliate | Nonrecurring Fees | Other related party expenses
Related Party Transaction [Line Items]
Related party expenses	315	87	785	183
Payable to related party	316		316		$ 146
Affiliate | Nonrecurring Fees | Acquisition fees and expenses including amount capitalized
Related Party Transaction [Line Items]
Related party expenses	2,400	3,000	6,600	9,000
Affiliate | Nonrecurring Fees | Acquisition fees and expenses, amount capitalized
Related Party Transaction [Line Items]
Related party expenses	$ 2,200	$ 1,300	$ 6,300	$ 4,800

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Fair Value of Financial Instruments - Fair Value of Company's Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets, Fair Value Disclosure [Abstract]
Commercial mortgage loans, held-for-sale, measured at fair value	$ 105,976	$ 28,531
Derivative instruments, at fair value	1,987	132
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	565	357
Credit default swaps
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	319	32
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	565	357
Interest rate swaps
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	375
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	0
Treasury note futures
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	1,293	100
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring
Assets, Fair Value Disclosure [Abstract]
Commercial mortgage loans, held-for-sale, measured at fair value	105,976	28,531
Total assets, at fair value	135,011	28,663
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities, at fair value	565	357
Fair Value, Measurements, Recurring | Level I
Assets, Fair Value Disclosure [Abstract]
Commercial mortgage loans, held-for-sale, measured at fair value	0	0
Total assets, at fair value	1,293	132
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities, at fair value	0	0
Fair Value, Measurements, Recurring | Level II
Assets, Fair Value Disclosure [Abstract]
Commercial mortgage loans, held-for-sale, measured at fair value	0	0
Total assets, at fair value	694	0
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities, at fair value	565	357
Fair Value, Measurements, Recurring | Level III
Assets, Fair Value Disclosure [Abstract]
Commercial mortgage loans, held-for-sale, measured at fair value	105,976	28,531
Total assets, at fair value	133,024	28,531
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities, at fair value	0	0
Fair Value, Measurements, Recurring | Credit default swaps
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	319
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	565	357
Fair Value, Measurements, Recurring | Credit default swaps | Level I
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring | Credit default swaps | Level II
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	319
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	565	357
Fair Value, Measurements, Recurring | Credit default swaps | Level III
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0
Liabilities, Fair Value Disclosure [Abstract]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring | Interest rate swaps
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	375
Fair Value, Measurements, Recurring | Interest rate swaps | Level I
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0
Fair Value, Measurements, Recurring | Interest rate swaps | Level II
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	375
Fair Value, Measurements, Recurring | Interest rate swaps | Level III
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0
Fair Value, Measurements, Recurring | Treasury note futures
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	1,293	132
Fair Value, Measurements, Recurring | Treasury note futures | Level I
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	1,293	132
Fair Value, Measurements, Recurring | Treasury note futures | Level II
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0	0
Fair Value, Measurements, Recurring | Treasury note futures | Level III
Assets, Fair Value Disclosure [Abstract]
Derivative instruments, at fair value	0	$ 0
Fair Value, Measurements, Recurring | Repurchase agreements - real estate securities
Assets, Fair Value Disclosure [Abstract]
Real estate securities	27,048
Fair Value, Measurements, Recurring | Repurchase agreements - real estate securities | Level I
Assets, Fair Value Disclosure [Abstract]
Real estate securities	0
Fair Value, Measurements, Recurring | Repurchase agreements - real estate securities | Level II
Assets, Fair Value Disclosure [Abstract]
Real estate securities	0
Fair Value, Measurements, Recurring | Repurchase agreements - real estate securities | Level III
Assets, Fair Value Disclosure [Abstract]
Real estate securities	$ 27,048

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Fair Value of Financial Instruments - Valuation Method Of Level 3 Financial Instruments Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Commercial mortgage loans, held-for-sale, measured at fair value	$ 105,976	$ 28,531
Real estate securities, available-for-sale, at fair value	27,048	0
Fair Value, Measurements, Recurring
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Commercial mortgage loans, held-for-sale, measured at fair value	105,976	28,531
Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Commercial mortgage loans, held-for-sale, measured at fair value	$ 105,976	$ 28,531
Weighted Average | Income Approach Valuation Technique | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	5.30%	4.93%
Weighted Average | Broker Quotes | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	4.93%
Minimum | Income Approach Valuation Technique | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	4.40%	4.80%
Minimum | Broker Quotes | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	4.10%
Maximum | Income Approach Valuation Technique | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	13.50%	5.30%
Maximum | Broker Quotes | Fair Value, Measurements, Recurring | Level III
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Weighted average yield	5.60%

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Fair Value of Financial Instruments - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Net accretion	$ 3,456	$ 1,617
Commercial Mortgage Loans, held-for-sale, measured at fair value | Fair Value, Measurements, Recurring | Level III
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	28,531	0	$ 0
Transfers into Level III	0		0
Realized gain on sale of commercial mortgage loans and real estate securities	0		0
Unrealized gain (loss)	474
Purchases	440,815		156,101
Sales / paydowns	(373,609)		(132,093)
Discount accretion/(premium amortization)	0
Transfers out of Level III	0		0
Net accretion			0
Unrealized gains (losses) included in OCI	0		0
Cash repayments/receipts			0
Ending balance	105,976		28,531
Real Estate Securities | Fair Value, Measurements, Recurring | Level III
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0	$ 49,049	49,049
Transfers into Level III	0		0
Realized gain on sale of commercial mortgage loans and real estate securities	(107)		172
Unrealized gain (loss)	171
Purchases	39,511		0
Sales / paydowns	(12,456)		(34,888)
Discount accretion/(premium amortization)	(71)
Transfers out of Level III	0		0
Net accretion			167
Unrealized gains (losses) included in OCI			500
Cash repayments/receipts			(15,000)
Ending balance	27,048		0
Commercial Mortgage Loans | Fair Value, Measurements, Recurring | Level III
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Realized gain on sale of commercial mortgage loans and real estate securities	0		0
Commercial Mortgage Loans | Commercial Mortgage Loans, held-for-sale, measured at fair value | Fair Value, Measurements, Recurring | Level III
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Realized gain on sale of commercial mortgage loans and real estate securities	$ 9,765		$ 4,523

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Fair Value of Financial Instruments - Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commercial mortgage loans	$ 2,135,734	$ 1,402,046
Collateralized loan obligation	983,546	826,150
Allowance for loan losses	4,968	1,466	$ 2,181
Carrying Amount | Level III
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commercial mortgage loans	2,140,702	1,403,512
Allowance for loan losses	5,000	1,500
Carrying Amount | Level II
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Collateralized loan obligation		826,150
Fair Value | Level III
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commercial mortgage loans	2,136,052	1,396,406
Fair Value | Level II
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Collateralized loan obligation	$ 1,002,313	$ 842,812

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Derivative Instruments - Schedule of Outstanding Derivatives (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Derivative [Line Items]
Net premiums received on derivative instrument assets	$ 300
Notional	224,382	$ 73,906
Derivative assets	1,987	132
Derivative liabilities	565	357
Credit default swaps
Derivative [Line Items]
Notional	80,000	30,000
Derivative assets	319	32
Derivative liabilities	565	357
Interest rate swaps
Derivative [Line Items]
Notional	18,000
Derivative assets	375
Derivative liabilities	0
Treasury note futures
Derivative [Line Items]
Notional	126,382	43,906
Derivative assets	1,293	100
Derivative liabilities	$ 0	$ 0

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Derivative Instruments - Net Realized and Unrealized Losses on Derivatives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized Gain/(Loss)	$ 1,272	$ 583	$ 1,162	$ 583
Realized Gain/(Loss)	(41)	(18)	1,476	(18)
Total	1,231	565	2,638	565
Credit default swaps
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized Gain/(Loss)	(316)	(171)	(106)	(171)
Realized Gain/(Loss)	(64)	(18)	29	(18)
Total	(380)	(189)	(77)	(189)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized Gain/(Loss)	84		74
Realized Gain/(Loss)	195		709
Total	279		783
Treasury note futures
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized Gain/(Loss)	1,504	754	1,194	754
Realized Gain/(Loss)	(172)		738	0
Total	$ 1,332	$ 754	$ 1,932	$ 754

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Offsetting Assets and Liabilities - Company's Repurchase Agreements (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets
Gross Amounts of Recognized Assets	$ 1,987	$ 132
Gross Amounts Offset on the Balance Sheet	0	0
Net Amount of Assets Presented on the Balance Sheet	1,987	132
Gross Amounts Not Offset on the Balance Sheet
Financial Instruments	0	0
Cash Collateral Pledged	0	0
Net Amount	1,987	132
Repurchase agreements - real estate securities
Gross Amounts of Recognized Liabilities	565	357
Gross Amounts Offset on the Balance Sheet	0	0
Net Amount of Liabilities Presented on the Balance Sheet	565	357
Gross Amounts Not Offset on the Balance Sheet
Financial Instruments	0	0
Cash Collateral Pledged	5,167	2,961
Net Amount	0	0
U.S. Bank National Association | Class C Notes | Secured Debt
Gross Amounts Not Offset on the Balance Sheet
Fair Value		56,000
Repurchase agreements, commercial mortgage loans
Repurchase agreements
Gross Amounts of Recognized Liabilities	565,329	65,690
Gross Amounts Offset on the Balance Sheet	0	0
Net Amount of Liabilities Presented on the Balance Sheet	565,329	65,690
Gross Amounts Not Offset on the Balance Sheet
Financial Instruments	779,745	163,235
Cash Collateral Pledged	5,010	5,005
Net Amount	0	0
Repurchase agreements - real estate securities
Repurchase agreements
Gross Amounts of Recognized Liabilities	22,272	39,035
Gross Amounts Offset on the Balance Sheet	0	0
Net Amount of Liabilities Presented on the Balance Sheet	22,272	39,035
Gross Amounts Not Offset on the Balance Sheet
Financial Instruments	26,750	56,044
Cash Collateral Pledged	69	0
Net Amount	$ 0	$ 0

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Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Segment Reporting Information [Line Items]
Interest income	$ 42,943	$ 22,195	$ 106,478	$ 61,917
Interest expense	17,120	8,845	50,183	21,990
Net income	19,000	6,975	36,398	19,305
Total Assets	2,387,390	1,583,661	2,387,390	1,583,661	$ 1,583,661
Real Estate Debt
Segment Reporting Information [Line Items]
Interest income	41,046	21,795	101,073	60,435
Interest expense	15,694	8,386	46,813	20,686
Net income	17,275	7,588	30,997	19,627
Total Assets	2,246,251	1,517,021	2,246,251	1,517,021
Real Estate Securities
Segment Reporting Information [Line Items]
Interest income	270	269	317	1,351
Interest expense	192	409	378	1,254
Net income	(29)	(22)	(168)	269
Total Assets	27,647	389	27,647	389
TRS
Segment Reporting Information [Line Items]
Interest income	1,627	131	5,088	131
Interest expense	1,234	50	2,992	50
Net income	1,754	(591)	5,569	(591)
Total Assets	$ 113,492	$ 66,251	$ 113,492	$ 66,251

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Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Nov. 09, 2018	Sep. 30, 2018	Nov. 07, 2018	Jun. 30, 2018
Subsequent Event [Line Items]
DRIP offer price (in usd per share)		$ 18.75		$ 18.95
Common Stock Purchase Agreements
Subsequent Event [Line Items]
Stock purchase price (in dollars per share)		$ 16.71
Redeemable Convertible Preferred Stock Purchase Agreements | Manager Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock		$ 31.6
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements
Subsequent Event [Line Items]
Stock purchase price (in dollars per share)		$ 5,000
Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements | Manager Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock		$ 0.5
Subsequent Event
Subsequent Event [Line Items]
NAV (in usd per share)			$ 18.74
DRIP offer price (in usd per share)			18.75
SRP repurchase price (in usd per share)			$ 18.75
Subsequent Event | Common Stock Purchase Agreements | Manager Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock	$ 2.0
Stock purchase price (in dollars per share)	$ 16.71
Subsequent Event | Common Stock Purchase Agreements | Accredited Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock	$ 1.5
Stock purchase price (in dollars per share)	$ 16.71
Subsequent Event | Common Stock Purchase Agreements | Additional Accredited Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock	$ 2.9
Stock purchase price (in dollars per share)	$ 16.71
Subsequent Event | Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Purchase Agreements | Accredited Investor
Subsequent Event [Line Items]
Proceeds from the sale of stock	$ 35.0
Stock purchase price (in dollars per share)	$ 5,000