0001193125-24-160600 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 13th, 2024 • Franklin BSP Real Estate Debt BDC
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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN FRANKLIN BSP REAL ESTATE DEBT BDC AND BENEFIT STREET PARTNERS L.L.C.
Investment Advisory Agreement • June 13th, 2024 • Franklin BSP Real Estate Debt BDC • New York

This Amended and Restated Investment Advisory Agreement (this “Agreement”) is made as of [ ], 2024, by and between Franklin BSP Real Estate Debt BDC, a Delaware statutory trust (the “Company”), and Benefit Street Partners L.L.C., a Delaware limited liability company (the “Adviser”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • June 13th, 2024 • Franklin BSP Real Estate Debt BDC

THIS AGREEMENT, dated as of May 31, 2024, is made among each Acquiring Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and Franklin BSP Real Estate Credit BDC (the “Acquired Fund” and together with the Acquiring Fund, the “Funds”).

FBRED BDC FINANCE, LLC as Lender AND COMPUTERSHARE TRUST COMPANY, N.A. as Custodian CUSTODIAL AGREEMENT Dated as of June [__], 2024
Custodial Agreement • June 13th, 2024 • Franklin BSP Real Estate Debt BDC • New York

The undersigned acknowledges that the above Mortgage Asset File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the related custodial agreement and will be returned to you or your designee within thirty (30) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage Asset File (or such portion thereof) will be retained by us permanently.

FRANKLIN BSP REAL ESTATE DEBT BDC THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Franklin BSP Real Estate Debt BDC • June 13th, 2024 • Franklin BSP Real Estate Debt BDC

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

FEE WAIVER AGREEMENT
Fee Waiver Agreement • June 13th, 2024 • Franklin BSP Real Estate Debt BDC • New York

This FEE WAIVER AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made by and between Benefit Street Partners L.L.C., a Delaware limited liability company (the “Adviser”), and Franklin BSP Real Estate Debt BDC, a Delaware statutory trust (the “Company”).

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