EXHIBIT 10.4


 


 


Dated as of November 16, 2021


 


GPMT 2021-FL4, LTD.,

as Issuer,


 


and


 


GPMT Collateral Manager LLC,

as Collateral Manager


 


COLLATERAL MANAGEMENT AGREEMENT


 


 







    


     


    

 


TABLE OF CONTENTS


 


Page


 


	1.	Management Services	1
	 	 	 
	2.	Delegation of Duties	5
	 	 	 
	3.	Purchase and Sale Transactions; Brokerage	6
	 	 	 
	4.	Representations and Warranties of the Issuer	7
	 	 	 
	5.	Representations and Warranties of the Collateral Manager	9
	 	 	 
	6.	Expenses	10
	 	 	 
	7.	Fees	10
	 	 	 
	8.	Non-Exclusivity	11
	 	 	 
	9.	Conflicts of Interest	11
	 	 	 
	10.	Records; Confidentiality	14
	 	 	 
	11.	Term	14
	 	 	 
	12.	Removal, Resignation and Replacement	15
	 	 	 
	13.	Liability of Collateral Manager	19
	 	 	 
	14.	Obligations of Collateral Manager	22
	 	 	 
	15.	No Partnership or Joint Venture	23
	 	 	 
	16.	Notices	23
	 	 	 
	17.	Succession; Assignment	23
	 	 	 
	18.	No Bankruptcy Petition/Limited Recourse	24
	 	 	 
	19.	Rating Agency Information	25
	 	 	 
	20.	Miscellaneous	25




 


Exhibit A     Advisory
Committee Guidelines


 






    


     


    

 


THIS COLLATERAL MANAGEMENT
AGREEMENT, dated as of November 16, 2021 (this “Agreement”), is entered into by and between GPMT 2021-FL4, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with its successors and assigns
permitted hereunder, the “Issuer”), and GPMT Collateral Manager LLC, a limited liability company organized under the
laws of the State of Delaware (“GPMT Manager” or, in its capacity as Collateral Manager, together with its successors
and assigns in such capacity, the “Collateral Manager”). Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Indenture, dated as of the date hereof (the “Indenture”),
by and among the Issuer, GPMT 2021-FL4 LLC, as co-issuer (the “Co-Issuer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as note administrator, paying agent, calculation
agent, transfer agent, authenticating agent, backup advancing agent and custodian (in such capacities, the “Note Administrator”),
and GPMT Seller LLC, as advancing agent (in such capacity, the “Advancing Agent”).


 


WHEREAS, the Issuer
desires to engage the Collateral Manager to provide the services described herein and the Collateral Manager desires to provide such
services;


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:


 


1.            Management
Services. The Collateral Manager is hereby appointed as the Issuer’s exclusive agent to provide the Issuer with certain services
in relation to the Collateral specified herein and in the Indenture. Accordingly, the Collateral Manager accepts such appointment and
shall provide the Issuer with the following services (in accordance with all applicable requirements of the Indenture, the Servicing
Agreement and this Agreement, including, without limitation, the Collateral Management Standard):


 


(a)          determining
specific Collateral Interests (including Reinvestment Collateral Interests and Exchange Collateral Interests) to be purchased or otherwise
acquired and the timing of such purchases or acquisitions, as permitted by the Indenture;


 


(b)          determining
specific Eligible Investments to be purchased or sold and the timing of such purchases and sales, in each case, as permitted by the Indenture;


 


(c)          effecting
or directing the purchase of Collateral Interests and Eligible Investments, effecting or directing the sale of Collateral Interests and
Eligible Investments, and effecting or directing the investment or reinvestment of proceeds therefrom in Reinvestment Collateral Interests
and Exchange Collateral Interests, in each case, as permitted by the Indenture;


 


(d)          negotiating
with obligors of Collateral Interests as to proposed modifications or waivers of the Loan Documents;


 






    


     


    

 


(e)          taking
action, or advising the Trustee and Note Administrator with respect to actions to be taken, with respect to the Issuer’s exercise
of any rights (including, without limitation, voting rights, tender rights and rights arising in connection with the bankruptcy or insolvency
of an obligor of a Collateral Interest or the consensual or non-judicial restructuring of the debt or equity of an obligor of a Collateral
Interest) or remedies in connection with Collateral Interests and Eligible Investments, as provided in the related Loan Documents, and
participating in the committees or other groups formed by creditors of an obligor of any Collateral Interest, or taking any other action
with respect to Collateral Interests and Eligible Investments which the Collateral Manager determines, in accordance with the Collateral
Management Standard (and subject to the applicable provisions of the Servicing Agreement, dated as of the date hereof (the “Servicing
Agreement”), by and among the Issuer, the Collateral Manager, the Trustee, the Note Administrator, the Advancing Agent, Wells
Fargo Bank, National Association, as servicer, and Trimont Real Estate Advisors, LLC, as special servicer), is in the best interests
of all of the Noteholders in accordance with and as permitted by the terms of the Indenture;


 


(f)           consulting
with each Rating Agency at such times as may be reasonably requested by any Rating Agency in compliance with Section 19 of
this Agreement and providing each Rating Agency with any information reasonably requested in connection with such Rating Agency’s
maintenance of its ratings of the Notes and their assigning credit indicators to prospective Collateral Interests, if applicable, and
estimating the ratings that such Rating Agency would assign to prospective Collateral Interests, as permitted or required under the Indenture;


 


(g)          determining
whether specific Collateral Interests are Credit Risk Collateral Interests or Defaulted Collateral Interests, and determining whether
such Collateral Interests, and any other Collateral Interests that are permitted or required to be sold pursuant to the Indenture, should
be sold; and, with respect to any proposed sale or exchange of a Credit Risk Collateral Interest, directing the Special Servicer and
the Trustee to effect a disposition of any such Collateral Interests, subject to, and in accordance with the Indenture and if a Collateral
Interest that is a Defaulted Collateral Interest is not sold or otherwise disposed of by the Issuer within three years of such Collateral
Interest becoming a Defaulted Collateral Interest, using commercially reasonable efforts to cause the Issuer to sell or otherwise dispose
of such Collateral Interest as soon as commercially practicable thereafter;


 


(h)          (i) monitoring
the Collateral Interests on an ongoing basis, (ii) determining the U/W Stabilized NCF DSCR and As-Stabilized LTV of each Collateral
Interest in accordance with the Indenture, (iii) determining the market value of any Collateral Interest in connection with determining
the Calculation Amount when required pursuant to the Indenture and (iv) providing or causing to be provided to the Issuer and/or
the other parties specified in the Indenture all reports, schedules and certificates that relate to the Collateral Interests and that
the Issuer is required to prepare and deliver under the Indenture, which are not prepared and delivered by the Note Administrator on
behalf of the Issuer under the Indenture, in the form and containing all information required thereby (including, in the case of the
Monthly Reports and the Redemption Date Statement providing information specifically requested by the Note Administrator as specified
in Section 10.8 of the Indenture in sufficient time for the Note Administrator to prepare the Monthly Report and the Redemption
Date Statement) and, if applicable, in sufficient time for the Issuer to review such required reports and schedules and to deliver them
to the parties entitled thereto under the Indenture;


 






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(i)           managing
the Issuer’s investments in accordance with the Indenture and the Collateral Management Standard, including the limitations relating
to the Eligibility Criteria, the Note Protection Tests, the Acquisition Criteria, the Acquisition and Disposition Requirements and the
other requirements of the Indenture and taking action that the Collateral Manager deems appropriate and consistent with the Indenture,
the Collateral Management Standard, the applicable provisions of the Servicing Agreement and the standard of care set forth herein with
respect to any portion of the Collateral that does not constitute Collateral Interests or Eligible Investments, which may include directing
the Special Servicer to effect Administrative Modifications and Criteria-Based Modifications (each as defined in the Servicing Agreement);


 


(j)           providing
notification, in writing, to the Trustee, the Note Administrator and the Issuer upon receiving actual notice that a Collateral Interest
has become a Defaulted Collateral Interest or a Credit Risk Collateral Interest or has suffered an appraisal reduction;


 


(k)          providing
notification, in writing, to the Trustee, the Note Administrator, the Holders of the Notes, the Rating Agencies and the Issuer upon becoming
actually aware of a Default or an Event of Default under the Indenture;


 


(l)           determining
(in its sole discretion but subject to the Indenture and the Collateral Management Standard) whether, in light of the composition of
Collateral Interests, general market conditions and other factors considered pertinent by the Collateral Manager, investments in Reinvestment
Collateral Interests would, at any time during the Reinvestment Period, either be impractical or not beneficial to the Holders of the
Preferred Shares;


 


(m)         taking
reasonable action on behalf of the Issuer to effect any Optional Redemption, any Tax Redemption, any Auction Call Redemption or any Clean-up
Call in accordance with the Indenture;


 


(n)          monitoring
the ratings of the Collateral Interests and the Issuer’s compliance with the covenants by the Issuer in the Indenture;


 


(o)          making
such determinations, exercising such rights and taking such actions, on behalf of the Issuer, as the Collateral Manager is authorized
to do under the Indenture, the Servicing Agreement or this Agreement;


 


(p)          to
the extent applicable, complying in all material respects with the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), with respect to the Issuer;


 


(q)          in
order to render the Securities eligible for resale pursuant to Rule 144A under the Securities Act, while any of such Securities
remain outstanding, making available, upon request, to any Holder or prospective purchaser of such Securities, additional information
regarding the Issuer and the Collateral if such information is reasonably available to the Collateral Manager and constitutes Rule 144A
Information required to be furnished by the Issuer pursuant to Section 7.13 of the Indenture, unless the Issuer furnishes information
to the United States Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;


 


(r)           subject
to and in accordance with the Indenture and this Agreement, in its capacity as the Collateral Manager, directing the Issuer to establish
a Permitted Subsidiary and such Permitted Subsidiary may acquire, retain, sell or otherwise dispose of (including as a contribution)
any Sensitive Asset in accordance with the Indenture and this Agreement;


 






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(s)          upon
reasonable request, assisting the Trustee, the Note Administrator or the Issuer with respect to such actions to be taken after the Closing
Date, as is necessary to maintain the clearing and transfer of the Notes through DTC; and


 


(t)           in
accordance with the Collateral Management Standard (but subject to the applicable provisions of the Servicing Agreement), enforcing the
rights of the Issuer as holder of the Collateral Interests, including, without limitation, taking such action as is necessary to enforce
the Issuer’s rights with respect to remedies related to breaches of representations, warranties or covenants in the Loan Documents
for the benefit of the Issuer.


 


In furtherance of the foregoing,
the Issuer hereby appoints the Collateral Manager as the Issuer’s true and lawful agent and attorney-in-fact, with full power of
substitution and full authority in the Issuer’s name, place and stead and without any necessary further approval of the Issuer,
in connection with the performance of the Collateral Manager’s duties provided for in this Agreement, including the following powers:
(i) to buy, sell, exchange, and convert Collateral Interests (including, without limitation, Reinvestment Collateral Interests and
Exchange Collateral Interests) and Eligible Investments, and (ii) to execute and deliver all necessary and appropriate documents
and instruments on behalf of the Issuer to the extent necessary or appropriate to perform the services referred to in clauses (a) through (t) above
of this Section 1 and under the Indenture and the Servicing Agreement. The foregoing power of attorney is a continuing power,
coupled with an interest, and shall remain in full force and effect until revoked by the Issuer in writing by virtue of the termination
of this Agreement pursuant to Section 12 hereof or an assignment of this Agreement pursuant to Section 17 hereof;
provided that any such revocation shall not affect any transaction initiated prior to such revocation. Nevertheless, if so requested
by the Collateral Manager or a purchaser of a Collateral Interest or Eligible Investment, the Issuer shall ratify and confirm any such
sale or other disposition by executing and delivering to the Collateral Manager or such purchaser all proper bills of sale, assignments,
releases and other instruments as may be designated in any such request.


 


In performing its duties hereunder,
the Collateral Manager shall endeavor, subject to the provisions of this Agreement and the Indenture, to manage the Collateral in a manner
that will (i) permit a timely performance of all payment obligations of the Issuer under the Indenture and (ii) subject to
such objective, optimize the returns to the Holders of the Securities. The Collateral Manager does not hereby guarantee that sufficient
funds will be available on each Payment Date to satisfy any such payment obligations. The Collateral Manager agrees that it shall perform
its obligations hereunder and under the Servicing Agreement and the Indenture in accordance with reasonable care and in good faith, using
a degree of skill and attention no less than that which it (i) exercises with respect to comparable assets that it manages for itself
and (ii) exercises with respect to comparable assets that it manages for others, and in a manner consistent with the practices and
procedures then in effect followed by reasonable and prudent institutional managers of national standing relating to assets of the nature
and character of the Collateral, except as expressly provided in this Agreement or in the Indenture and without regard to any conflicts
of interest to which it may be subject (the “Collateral Management Standard”). In addition, the Collateral Manager
shall use commercially reasonable efforts to ensure that (i) inquiries are made, to the extent practicable, and to the extent the
Collateral Manager believes necessary in its reasonable business judgment, from sources normally available to it, with respect to the
occurrence of any default or event of default in respect of any Collateral Interest under any Loan Document and (ii) commitments
to purchase Collateral Interests and Eligible Investments are made by the Collateral Manager only if, in the Collateral Manager’s
best judgment at the time of such commitment, payment at settlement in respect of any such purchase could be made without any breach
or violation of, or default under, the terms of the Indenture or this Agreement. The Collateral Manager shall comply with and perform
all the duties and functions that have been specifically delegated to the Collateral Manager under the Servicing Agreement and the Indenture
in accordance with the Collateral Management Standard. The Collateral Manager shall be bound to follow any amendment, supplement or modification
to the Indenture of which it has received written notice at least 10 Business Days prior to the execution and delivery thereof by the
parties thereto; provided, however, that with respect to any amendment, supplement, modification or waiver to the Indenture
which may affect the Collateral Manager, the Collateral Manager shall not be bound thereby (and the Issuer agrees that it will not permit
any such amendment, supplement, modification or waiver to become effective) unless the Collateral Manager has been given prior written
notice thereof and has given its written consent thereto (which consent shall not be unreasonably withheld) to the Trustee and the Issuer
prior to the effectiveness thereof.


 






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The Collateral Manager shall
take all actions reasonably requested by the Trustee or the Note Administrator to facilitate the perfection of the Trustee’s security
interest in the Collateral pursuant to the Indenture.


 


If the Collateral Manager determines
that a Loan-Level Benchmark Transition Event (as defined in the Servicing Agreement) has occurred with respect to any Serviced Commercial
Real Estate Loan (as defined in the Servicing Agreement), the Collateral Manager shall (i) designate the Loan-Level Benchmark Replacement
(as defined in the Servicing Agreement) in accordance with the related Loan Documents, (ii) determine, in its sole discretion, if
any Loan-Level Benchmark Replacement Conforming Changes (as defined in the Servicing Agreement) are necessary, (iii) direct the
Special Servicer to administratively process an Administrative Modification to effect any necessary Loan-Level Benchmark Replacement
Conforming Changes and (iv) provide written notice of such Loan-Level Benchmark Transition Event (as defined in the Servicing Agreement)
and the related Loan-Level Benchmark Replacement to the Special Servicer.


 


2.            Delegation
of Duties. The Collateral Manager may delegate its obligations as Collateral Manager to another Person and the Collateral Manager
may enter into arrangements pursuant to which the Collateral Manager’s Affiliates or third parties may perform certain services
on behalf of the Collateral Manager; provided that (i) such arrangements will not relieve the Collateral Manager from any
of its duties or obligations hereunder as a result of such delegation to or employment of third parties, (ii) the Collateral Manager
shall be solely responsible for the fees and expenses payable to any such third party, except as set forth in Section 6 hereof,
and (iii) to the extent applicable, such delegation does not constitute an “assignment” under the Advisers Act.


 






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3.            Purchase
and Sale Transactions; Brokerage. (a) The Collateral Manager shall use reasonable efforts to obtain the best prices and executions
for all orders placed with respect to the Collateral, considering all reasonable circumstances, including, if applicable, the conditions
or terms of early redemption of the Securities, it being understood that the Collateral Manager has no obligation to obtain the lowest
prices available. Subject to the objective of obtaining best prices and executions, the Collateral Manager may take into consideration
all factors the Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends
and research and other brokerage services and support equipment and services related thereto furnished to the Collateral Manager or its
Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the
Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the
other advisory activities or investment operations of the Collateral Manager and/or its Affiliates. In addition, subject to the objective
of obtaining best prices and executions, the Collateral Manager may take into account available prices, rates of brokerage commissions
and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability
(based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities
of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate
that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by
the Collateral Manager of any benefit to the Issuer is subjective and represents the Collateral Manager’s evaluation at the time
that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of
transactions or a combination of these and other factors.


 


The Collateral Manager may
aggregate sales and purchase orders of securities placed with respect to the Collateral with similar orders being made simultaneously
for other accounts managed by the Collateral Manager or with accounts of the Affiliates of the Collateral Manager if, in the Collateral
Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase
orders occur, the objective of the Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate
the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment
to all such accounts pro rata in proportion to the optimum amount sought by the Collateral Manager for each respective account.
Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Collateral Manager
to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer
and the Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria, the Acquisition Criteria
and the Acquisition and Disposition Requirements set forth in the Indenture and in any governing documents or management or advisory
agreements relating to the Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting
positions. The Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer)
whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation
could have adverse effects upon the Issuer or the other clients of the Collateral Manager with respect to the price or size of positions
obtainable or saleable.


 


All purchases and sales of
Eligible Investments and Collateral Interests by the Collateral Manager on behalf of the Issuer shall be conducted in compliance in all
material respects with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms
of the Indenture. After (and excluding) the Closing Date, the Collateral Manager shall cause any purchase or sale of any Collateral Interest
or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof.
The parties hereto acknowledge and agree that all purchases of Eligible Investments and Collateral Interests by the Collateral Manager
on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Collateral Manager)
in a manner contemplated by the Offering Memorandum, dated November 3, 2021, related to the Offered Notes (or any supplement thereto)
are hereby approved.


 






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Notwithstanding the foregoing
or anything to the contrary contained herein or in the Indenture, in no event shall the Collateral Manager purchase or sell an Eligible
Investment or a Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.


 


(b)          The
Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Collateral Manager
or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided,
however, that a Restricted Transaction after (and excluding) the Closing Date, may be effected only upon disclosure to and with
the prior consent of the advisory committee containing at least one member independent from the Collateral Manager (whose affirmative
vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory
Committee”) and based on the Advisory Committee’s determination that (i) such transaction is on terms (including,
but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if such transaction were effected with
Persons not so affiliated with the Collateral Manager or any of its Affiliates and (ii) the purchase price in respect of any Collateral
Interest acquired by the Issuer from Seller pursuant to such a direct trade is equal to the fair market value of such Collateral Interest.
The Advisory Committee, if any, shall be formed subject to the Advisory Committee Guidelines attached hereto as Exhibit A
(the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer,
including any transaction effected between the Issuer and the Collateral Manager or its Affiliates, shall be subject to the disclosure
and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer
and all Holders of the Securities if disclosure shall be given to, and consent obtained from, the Advisory Committee. For avoidance of
doubt, it is hereby understood and agreed by the parties hereto that, unless required by Section 206(3) of the Advisers Act,
no disclosure to, or consent of, the Advisory Committee shall be required with respect to: (i) until the Disposition Limitation
Threshold has been met, (A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of
Preferred Shareholders and (B) Credit Risk/Defaulted Collateral Interest Cash Purchases; (ii) Credit Risk/Defaulted Collateral
Interest Cash Purchases of Defaulted Collateral Interests; and (iii) sales of Collateral in connection with a redemption of the
Notes pursuant to Article 9 of the Indenture.


 


4.            Representations
and Warranties of the Issuer. The Issuer represents and warrants to the Collateral Manager that:


 


(a)          the
Issuer (i) has been duly incorporated as an exempted company and is validly existing under the laws of the Cayman Islands; (ii) has
full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the
Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction
where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of
the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so
qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of
the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and
the Indenture; and (iv) has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and
thereunder;


 






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(b)          this
Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements
enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship 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)          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 Issuer of its duties hereunder or under the Indenture, except those that may be required
under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such
as have been duly made or obtained;


 


(d)          neither
the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder
or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or
any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order,
rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or
arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will
result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer
to perform its duties under this Agreement or the Indenture;


 


(e)          the
Issuer and its Affiliates are not in violation of any federal, state or Cayman Islands laws or regulations, and there is no charge, investigation,
action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that,
in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture;


 


(f)           the
Issuer is not an “investment company” under the Investment Company Act; and


 


(g)          the
assets of the Issuer do not and will not at any time constitute the assets of any plan subject to the fiduciary responsibility provisions
of ERISA or of any plan subject to Section 4975 of the Code.


 






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5.            Representations
and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer that:


 


(a)          the
Collateral Manager (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 Collateral Manager’s assets and to transact the business in which it is currently
engaged; (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Collateral Manager’s ownership
or lease of property or the conduct of the Collateral Manager’s business requires, or the performance of this Agreement and the
Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse
effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager
to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions of the Indenture applicable
to the Collateral Manager; and (iv) has full power and authority to execute, deliver and perform this Agreement and the Collateral
Manager’s obligations hereunder and the provisions of the Indenture applicable to the Collateral Manager;


 


(b)          this
Agreement has been duly authorized, executed and delivered by the Collateral Manager and constitutes a legal, valid and binding agreement
of the Collateral Manager, 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 Collateral Manager nor any of its Affiliates is in violation of any federal or state securities law or regulation promulgated thereunder
that would have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the
Indenture, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or,
to the best knowledge of the Collateral Manager, threatened which could reasonably be expected to have a material adverse effect upon
the ability of the Collateral Manager to perform its duties under this Agreement or the provisions of the Indenture applicable to the
Collateral Manager;


 


(d)          neither
the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder or under the provisions
of the Indenture applicable to the Collateral Manager 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 limited liability company agreement of the Collateral Manager, (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 Collateral Manager is a party or is bound, (iii) any law, decree, order,
rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body
or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any
of clauses (i), (ii) or (iii) of this Section 5(d), either individually or in the
aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability
of the Collateral Manager to perform its obligations under this Agreement or the provisions of the Indenture applicable to the Collateral
Manager;


 






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(e)          no
consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other
Person is required for the performance by the Collateral Manager of its duties hereunder and under the provisions of the Indenture applicable
to the Collateral Manager, except such as have been duly made or obtained; and


 


(f)           the
Section entitled “The Collateral Manager” in the Offering Memorandum, as of the date thereof (including as of
the date of any supplement thereto) and as of the Closing Date, does not contain any untrue statement of a material fact and does not
omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading.


 


6.            Expenses.
Both parties hereto acknowledge and agree that a portion of the gross proceeds received from the issuance and sale of the Securities
will be used to pay certain organizational and structuring fees and expenses of the Co-Issuers, including the legal fees and expenses
of counsel to the Issuer and counsel to the Collateral Manager. The Collateral Manager shall pay all expenses and costs incurred by it
in the course of performing its obligations under this Agreement; provided, however, that the Collateral Manager shall
not be liable for, and (subject to the Priority of Payments set forth in the Indenture and to the extent funds are available therefor)
the Issuer shall be responsible for the payment of, reasonable expenses and costs of (i) independent accountants, consultants and
other advisers retained by the Issuer or by the Collateral Manager on behalf of the Issuer in connection with the services provided by
the Collateral Manager pursuant to clauses (c), (d), (e), (f), (k), (l), (m), (n),
(o), (p), (q), (r), (s) or (t) of Section 1 hereof, (ii) legal advisers
retained by the Issuer or by the Collateral Manager on behalf of the Issuer in connection with the services provided by the Collateral
Manager pursuant to clauses (c), (d), (e), (f), (k), (l), (m), (n), (o),
(p), (q), (r), (s) or (t) of Section 1 hereof and (iii) reasonable
travel expenses (including airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral
Manager of its duties pursuant to this Agreement or pursuant to the Indenture and for an allocable share of the cost of certain credit
databases used by the Collateral Manager in providing services to the Issuer under this Agreement.


 


7.            Fees.
(a) GPMT Manager, in its capacity as the Collateral Manager and acting in its sole discretion, hereby waives any and all Collateral
Manager Fees payable to it or any of its Affiliates for so long as it or any of its Affiliates acts in the capacity as Collateral Manager
hereunder and is also an Affiliate of Granite Point Mortgage Trust Inc.


 


(b)          Any
successor Collateral Manager may determine to waive, reduce or defer the Collateral Manager Fees payable to it (without interest thereon)
by written notice to the Trustee and the Note Administrator on or prior to the Determination Date in which such waiver, reduction or
deferral applies. Any Collateral Manager Fees (x) so reduced or waived, shall be reduced or waived permanently and (y) so deferred,
shall not accrue interest.


 






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(c)          Each
successor Collateral Manager that is not an affiliate of GPMT Manager shall receive as compensation for the performance of its obligations
as Collateral Manager hereunder and under the Indenture, to the extent not waived pursuant to clause (b) above, a fee,
payable monthly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.10% per annum of the Net
Outstanding Portfolio Balance (the “Collateral Manager Fee”). The Collateral Manager Fee will be calculated for each
Interest Accrual Period assuming a 360-day year with 12 thirty-day months. The Collateral Manager Fee, if any, will be calculated based
on the Net Outstanding Portfolio Balance for such Payment Date to the extent funds are available as of the first day of the applicable
Interest Accrual Period and shall be payable only in accordance with the Priority of Payments. If on any Payment Date there are insufficient
funds to pay such fees (and/or any other amounts due and payable to the Collateral Manager) in full, in accordance with the Priority
of Payments, the amount not so paid shall be deferred and such amounts shall be payable on such later Payment Date on which funds are
available therefor as provided in the Priority of Payments set forth in the Indenture. Any accrued and unpaid Collateral Manager Fee
that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to the Benchmark
in effect for the applicable Interest Accrual Period computed on an actual/360-day basis and shall be paid as a Company Administrative
Expense. The Collateral Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment
to the Collateral Manager of any amounts due it hereunder except in accordance with Section 18 hereof and, subject to the
provisions of Section 12, to continue to serve as Collateral Manager. If this Agreement is terminated pursuant to Section 12
hereof or otherwise, the accrued Collateral Manager Fee payable to the Collateral Manager, if any, shall be prorated for any partial
periods between the Payment Dates during which this Agreement was in effect and shall be due and payable on the first Payment Date following
the date of such termination, together with all expenses and all interest payable to the Collateral Manager in accordance with Section 6
or 7 hereof, and subject to the provisions of the Indenture and the Priority of Payments.


 


8.            Non-Exclusivity.
Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in any other businesses or providing investment
management, advisory or other types of services to any Persons, including the Issuer and its Affiliates, the Trustee, the Seller, GPMT
CLO REIT LLC (“Sub-REIT”) and the Noteholders or any other Person; provided, however, that the Collateral
Manager may not take any of the foregoing actions which the Collateral Manager knows or reasonably should know (a) would require
the Issuer or the Collateral Manager to register as an “investment company” under the Investment Company Act or (b) would
with respect to the Issuer violate any provisions of federal or state law applicable to the Collateral Manager or any law, rule or
regulation of any governmental body or agency having jurisdiction over the Issuer.


 


9.            Conflicts
of Interest. (a) After (but excluding) the Closing Date and the sales by the Collateral Manager or its Affiliates of Collateral
Interests to the Issuer on the Closing Date (and except in the case of (i) until the Disposition Limitation Threshold has been met,
(A) purchases of any Defaulted Collateral Interest or Credit Risk Collateral Interest by the Majority of Preferred Shareholders
and (B) Credit Risk/Defaulted Collateral Interest Cash Purchases; (ii) Credit Risk/Defaulted Collateral Interest Cash Purchases
of Defaulted Collateral Interests; and (iii) sales of Collateral in connection with a redemption of the Notes pursuant to Article 9
of the Indenture), the Collateral Manager will not cause the Issuer to enter into any transaction with the Collateral Manager or any
of its Affiliates as principal unless the applicable terms and conditions set forth in Section 3(b) are complied with.


 






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(b)          The
Collateral Manager shall perform its obligations hereunder in accordance with the requirements of the Advisers Act and the Indenture.
The Issuer acknowledges (i) that the Collateral Manager or its Affiliates will sell Collateral Interests to the Issuer on or prior
to the Closing Date and (ii) that the Collateral Manager Related Parties may at times own Securities of one or more Classes. After
the Closing Date, the Collateral Manager agrees to provide the Trustee with written notice upon the acquisition or transfer (after, but
excluding, the Closing Date) of any Securities held by Collateral Manager Related Parties.


 


(c)          Nothing
herein shall prevent the Collateral Manager or any of its Affiliates or any of their respective partners, shareholders, members, officers,
directors, employees or agents from engaging in other businesses, or from rendering services of any kind to the Issuer and its Affiliates,
the Trustee, the Holders or any other Person. Without prejudice to the generality of the foregoing, partners, shareholders, members,
officers, directors, employees or agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager
may, subject to the Indenture, among other things:


 


(i)           serve
as directors (whether supervisory or managing), officers, employees, partners, members, managers, agents, nominees or signatories for
the Issuer or any Affiliate Shareholders thereof, or for any obligor in respect of any of the Collateral Interests or Eligible Investments,
or any of their respective Affiliates, except to the extent prohibited by their respective Loan Documents, as from time to time amended;
provided that (x) in the reasonable judgment of the Collateral Manager, such activity will not have a material adverse effect
on the ability of the Issuer or the Trustee to enforce its respective rights with respect to any Collateral and (y) nothing in this
paragraph shall be deemed to limit the duties of the Collateral Manager set forth in Section 1 hereof;


 


(ii)          serve
as the Advancing Agent pursuant to the Indenture;


 


(iii)         receive
fees for services of whatever nature rendered to an obligor in respect of any of the Collateral Interests or Eligible Investments, including
acting as master servicer, sub-servicer or special servicer with respect to any Commercial Real Estate Loan or senior participation interest
therein constituting or underlying any Collateral Interest; provided that, (i) in the reasonable judgment of the Collateral
Manager, such activity will not have a material adverse effect on the ability of the Issuer or the Trustee to enforce its respective
rights with respect to any of the Collateral and (ii) in the reasonable judgment of the Collateral Manager, such activity by any
Affiliate of the Collateral Manager as to which the Collateral Manager has actual knowledge, will not have a material adverse effect
on the ability of the Issuer or the Trustee to enforce its respective rights with respect to any of the Collateral;


 


(iv)         be
retained to provide services unrelated to this Agreement to the Issuer or its Affiliates and be paid therefor;


 


(v)          be
a secured or unsecured creditor of, or hold an equity interest in the Issuer, its Affiliates or any obligor of any Collateral Interest
or Eligible Investment; provided, however, that the Collateral Manager may not be such a creditor or hold any of such interests
if, in the opinion of counsel to the Issuer, the existence of such interest would require registration of the Issuer or the pool of Collateral
Interests and Eligible Investments as an “investment company” under the Investment Company Act or violate any provisions
of federal or applicable state law or any law, rule or regulation of any governmental body or agency having jurisdiction over the
Issuer;


 






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(vi)         except
as otherwise provided in this Section 9, sell any Collateral Interest or Eligible Investment to, or purchase any Collateral
Interest from, the Issuer while acting in the capacity of principal or agent; and


 


(vii)        subject
to its obligations in Section 1 hereof to protect the Holder of the Preferred Shares, serve as a member of any “creditors’
board” with respect to any Defaulted Collateral Interest, Eligible Investment or with respect to any Commercial Real Estate Loan
underlying or constituting any Collateral Interest or the respective borrower for any such Commercial Real Estate Loan.


 


It is understood that the Collateral
Manager and any of its Affiliates may engage in any other business and furnish investment management and advisory services to others,
including Persons that may have investment policies similar to those followed by the Collateral Manager with respect to the Collateral
and that may own instruments of the same class, or of the same type, as the Collateral Interests or other instruments of the obligors
of Collateral Interests and may manage portfolios similar to the Collateral. The Collateral Manager and its Affiliates shall be free,
in their sole discretion, to make recommendations to others, or effect transactions on behalf of themselves or for others, which may
be the same as or different from those the Collateral Manager causes the Issuer to effect with respect to the Collateral.


 


The Collateral Manager and
its Affiliates may cause or advise their respective clients to invest in instruments that would be appropriate as security for the Offered
Notes. Such investments may be different from those made on behalf of the Issuer. The Collateral Manager, its Affiliates and their respective
clients may have ongoing relationships with Persons whose instruments are pledged to secure the Offered Notes and may own instruments
issued by, or loans to, issuers of the Collateral Interests or to any borrower or Affiliate of any borrower on any Commercial Real Estate
Loans or the Eligible Investments. The Collateral Manager and its Affiliates may cause or advise their respective clients to invest in
instruments that are senior to, or have interests different from or adverse to, the instruments that are pledged to secure the Offered
Notes.


 


Nothing contained in this Agreement
shall prevent the Collateral Manager or any of its Affiliates from recommending to or directing any other account to buy or sell, at
any time, securities of the same kind or class, or securities of a different kind or class of the same issuer, as those directed by the
Collateral Manager to be purchased or sold hereunder. It is understood that, to the extent permitted by applicable law, the Collateral
Manager, its Affiliates, and any member, manager, officer, director, stockholder or employee of the Collateral Manager or any such Affiliate
or any member of their families or a Person advised by the Collateral Manager may have an interest in a particular transaction or in
securities of the same kind or class, or securities of a different kind or class of the same issuer, as those purchased or sold by the
Collateral Manager hereunder. When the Collateral Manager is considering purchases or sales for the Issuer and one or more of such other
accounts at the same time, the Collateral Manager shall allocate available investments or opportunities for sales in its discretion and
make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s
investments, in accordance with applicable law.


 






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Subject to the Indenture and
the provisions of this Agreement, the Collateral Manager shall not be obligated to pursue any specific investment strategy or opportunity
that may arise with respect to the Collateral.


 


The Issuer hereby consents
to the various potential and actual conflicts of interest that may exist with respect to the Collateral Manager as described above; provided,
however, that nothing contained in this Section 9 shall be construed as altering or limiting the duties of the Collateral
Manager set forth in this Agreement or in the Indenture nor the requirement of any law, rule or regulation applicable to the Collateral
Manager.


 


10.          Records;
Confidentiality. The Collateral Manager shall maintain appropriate books of account and records relating to services performed hereunder,
and such books of account and records shall be accessible for inspection by an authorized representative of the Issuer, the Trustee and
the Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed-upon time during normal business hours
and upon reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public
information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law,
regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information
obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties
except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information
as the Rating Agencies shall reasonably request in connection with its rating or evaluation of the Notes and/or the Collateral Manager,
as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating
organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction
over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly
disclosed other than in violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective
and current investors, funding sources, prospective loan purchasers, and to its attorneys, accountants and other professional advisers
in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral
Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (vii) in
connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto, (viii) to
the Trustee and (ix) to Holders and potential purchasers of any of the Securities.


 


11.          Term.
This Agreement shall become effective on the Closing Date and shall continue in full force and effect until the first of the following
occurs: (a) the payment in full of the Notes and the termination of the Indenture in accordance with its terms, (b) the liquidation
of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Securities and the Issuer, or
(c) the termination of this Agreement pursuant to Section 12 hereof.


 






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12.          Removal,
Resignation and Replacement. (a) The Collateral Manager may be removed upon at least 30 days’ prior written notice
if a Collateral Manager Event of Default has occurred, by the Issuer or the Trustee, if the Holders of at least 66-2/3% in Aggregate
Outstanding Amount of each Class of Notes then outstanding give written notice to the Collateral Manager, the Issuer and the Trustee
directing such removal. Notice of any such removal shall be delivered by the Trustee on behalf of the Issuer to the Rating Agencies.
The Collateral Manager cannot be removed without cause. None of the Collateral Manager, its Affiliates and clients and funds for whom
the Collateral Manager or any of its Affiliates acts as investment adviser (collectively, the “Collateral Manager Related Parties”)
are entitled to vote the Preferred Shares or Notes held by any of the Collateral Manager Related Parties with respect to the removal
of the Collateral Manager (or waiver of any event or circumstance constituting grounds for removal). However, at any given time, except
where noted otherwise, the Collateral Manager Related Parties may vote the Preferred Shares and Notes (if any) held by them with respect
to all other matters in accordance with the applicable documents. In no event will the Trustee be required to determine whether or not
a Collateral Manager Event of Default has occurred for the removal of the Collateral Manager.


 


(b)          For
the purposes of this Agreement, a “Collateral Manager Event of Default” means any of the following events:


 


(i)        the
Collateral Manager willfully breaches, or takes any action that it knows violates, any provision of this Agreement or any term of the
Indenture applicable to the Collateral Manager (not including a willful breach or knowing violation that results from a good faith dispute
regarding alternative courses of action or interpretation of instructions);


 


(ii)       other
than as provided under clause (i) above, the Collateral Manager breaches any material provision of this Agreement or any material
terms of the Indenture applicable to the Collateral Manager and fails to cure such breach within 30 days after the first to occur
of (A) notice of such failure is given to the Collateral Manager or (B) the Collateral Manager has actual knowledge of such
breach;


 


(iii)      the
Collateral Manager (A) ceases to be able to, or admits in writing the Collateral Manager’s inability to, pay the Collateral
Manager’s debts when and as they become due, (B) files, or consents by answer or otherwise to the filing against the Collateral
Manager of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or takes advantage
of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (C) makes an assignment for
the benefit of the Collateral Manager’s creditors, (D) consents to the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to the Collateral Manager or with respect to any substantial part of the Collateral Manager’s
property, or (E) is adjudicated as insolvent or to be liquidated;


 


(iv)      the
occurrence of an act by the Collateral Manager or any of its Affiliates that constitutes fraud or criminal activity in the performance
of its obligations under this Agreement or the indictment of the Collateral Manager or any of its officers or directors for a criminal
offense involving an investment or investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery,
forgery, counterfeiting or extortion;


 






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(v)       the
failure of any representation, warranty, certificate or statement of the Collateral Manager in or pursuant to this Agreement or the Indenture
to be correct in any material respect and (A) such failure has (or could reasonably be expected to have) a material adverse effect
on the Noteholders, the Issuer or the Co-Issuer and (B) if such failure can be cured, no correction is made for 45 days after
the Collateral Manager becomes aware of such failure or receives notice thereof from the Trustee;


 


(vi)      the
acquisition or disposition of any Collateral by the Issuer, at the direction of the Collateral Manager, in violation of the requirements
of the Indenture, including the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements (unless
the violation has been cured by selling the related Collateral in accordance with Article 12 of the Indenture); or


 


(vii)     the
Collateral Manager consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another
Person and either (A) at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee
Person fails to or cannot assume all the obligations of the Collateral Manager under this Agreement or (B) the resulting, surviving
or transferee Person lacks the legal capacity to perform the obligations of the Collateral Manager hereunder and under the Indenture.


 


The Collateral Manager shall
notify the Trustee, the Note Administrator, the Rating Agencies and the Issuer in writing promptly upon becoming aware of any event that
constitutes a Collateral Manager Event of Default under this Section 12(b).


 


(c)            The
Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer, the Co-Issuer, the Trustee, the Note Administrator
and the Rating Agencies; provided, however, that the Collateral Manager shall have the right to resign without prior notice
if, due to a change in any applicable law or regulation or interpretation thereof, the performance by the Collateral Manager of its duties
under this Agreement would (i) adversely affect the status of Sub-REIT or the status of a subsequent REIT’s status as a REIT,
the Issuer’s status as a Qualified REIT Subsidiary (within the meaning of Section 856(i)(2) of the Code) or another disregarded
entity of Sub-REIT or such subsequent REIT, as applicable, for U.S. federal income tax purposes (unless the Issuer has received
a No Trade or Business Opinion) or (ii) constitute a violation of such applicable law or regulation. The Issuer shall use its best
efforts to appoint a successor Collateral Manager to assume such duties.


 


(d)          No
removal or resignation of the Collateral Manager shall be effective unless the Collateral Manager Replacement Conditions are satisfied.


 






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For purposes of the Collateral
Management Agreement, “Collateral Manager Replacement Conditions” means all of the following:


 


(i)        written
notice of the applicable resignation, removal or assignment is provided to the Noteholders and the holders of the Preferred Shares as
required under this Agreement;


 


(ii)       the
Rating Agency Condition is satisfied;


 


(iii)      a
replacement Collateral Manager (“Replacement Collateral Manager”) is appointed by the Issuer and agrees in writing
to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement;


 


(iv)      the
Replacement Collateral Manager has demonstrated an ability to professionally and competently perform duties similar to those imposed
on the Collateral Manager;


 


(v)       the
Replacement Collateral Manager is legally qualified and has the capacity to act as Collateral Manager;


 


(vi)      the
appointment of the Replacement Collateral Manager will not cause or result in the Issuer or Co-Issuer becoming an “investment company”
under the 1940 Act;


 


(vii)     the
appointment of the Replacement Collateral Manager will not cause the Issuer, the Co-Issuer or the pool of Collateral to become subject
to income or withholding tax that would not have been imposed but for such appointment;


 


(viii)    if
the proposed Replacement Collateral Manager is an affiliate of the Collateral Manager, either (x) such assignment would not constitute
an “assignment” under the Advisers Act or (y) the Issuer has provided the Noteholders and the holders of the Preferred
Shares notice of such proposed appointment and the holders of at least a majority of the Aggregate Outstanding Amount of each Class of
Notes (excluding any Notes held by Collateral Manager Related Parties) do not disapprove of such proposed Replacement Collateral Manager
in writing within 30 days of notice of such appointment; and


 


(ix)       if
the proposed Replacement Collateral Manager is not an affiliate of the Collateral Manager, the Issuer has provided the Noteholders and
the holders of the Preferred Shares notice of such proposed appointment and the holders of at least a majority of the Aggregate Outstanding
Amount of each Class of Notes (excluding any Notes held by Collateral Manager Related Parties to the extent the Collateral Manager
has been removed after the occurrence of a Collateral Manager Event of Default) do not disapprove of such proposed Replacement Collateral
Manager in writing within 30 days of notice of such appointment.


 


(e)          Upon
the resignation or removal of the Collateral Manager while any of the Notes are Outstanding, the holders of a Majority of Preferred Shareholders
(excluding any Preferred Shares held by the Collateral Manager Related Parties to the extent the Replacement Collateral Manager is an
Affiliate of the Collateral Manager or the Collateral Manager has been removed upon the occurrence of a Collateral Manager Event of Default)
will have the right to instruct the Issuer to appoint an institution identified by such Holders as Replacement Collateral Manager; provided
that in the event that 100% of the aggregate outstanding Preferred Shares are held by any one or more of the Collateral Manager Related
Parties and the proposed Replacement Collateral Manager is an Affiliate of the Collateral Manager, the holders of at least a Majority
of the Aggregate Outstanding Amount of the most junior Class of Notes not 100% owned by the Collateral Manager Related Parties (excluding
any Notes held by the Collateral Manager Related Parties to the extent the Replacement Collateral Manager is an Affiliate of the Collateral
Manager or the Collateral Manager has been removed upon the occurrence of a Collateral Manager Event of Default) may direct the Issuer
to appoint an institution identified by such Holders as Replacement Collateral Manager.


 






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(f)           In
the event that the Collateral Manager resigns pursuant to Section 12(c) or is removed pursuant to Section 12(a) hereof
and the Collateral Manager and the Issuer have not appointed a successor prior to the day following the removal (or resignation) date
specified in such notice, the Collateral Manager will be entitled to appoint a Replacement Collateral Manager within 60 days thereafter,
subject to the satisfaction of clauses (ii) through (viii) of the Collateral Manager Replacement Conditions.
In the event a proposed Replacement Collateral Manager is not approved by the Holders of a Majority of each Class of Notes within
30 days of the notice of such resignation or removal, the resigning or removed Collateral Manager may petition any court of competent
jurisdiction for the appointment of a Replacement Collateral Manager, which appointment will not require the consent of, or be subject
to the disapproval of, the Issuer, any Noteholder or any Holder of the Preferred Shares. Upon expiration of the applicable notice periods
with respect to termination specified in Section 12(a) or (c) hereof, and upon acceptance of such appointment
by a Replacement Collateral Manager, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether
with respect to the Collateral or otherwise, shall automatically and without further action by any person or entity pass to and be vested
in the Replacement Collateral Manager upon the appointment thereof.


 


Notwithstanding any provision
contained in this Agreement, the Indenture or otherwise, so long as the Collateral Manager continues to perform its obligations hereunder
and has not waived the Collateral Manager Fee, the Collateral Manager Fee shall continue to accrue for the benefit of the Collateral
Manager until termination of this Agreement under this Section 12 shall become effective as set forth herein. In addition,
the Collateral Manager shall, subject to Section 6 hereof, be entitled to reimbursement of out-of-pocket expenses incurred
in cooperating with the Replacement Collateral Manager, including in connection with the delivery of any documents or property. In the
event that the Collateral Manager is removed or resigns and a Replacement Collateral Manager is appointed, such former Collateral Manager
(to the extent such former Collateral Manager is an entity other than GPMT Manager or any Affiliate thereof) nonetheless shall be entitled
to receive payment of all unpaid Collateral Manager Fees accrued through the effective date of the removal or resignation, to the extent
that funds are available for that purpose in accordance with the Priority of Payments, and such payments shall rank in the Priority of
Payments pari passu with the Collateral Manager Fees due to the Replacement Collateral Manager.


 


(g)          Upon
the effective date of termination of this Agreement, the Collateral Manager shall as soon as practicable:


 


(i)        deliver
to the Issuer, or as the Issuer directs, all property and documents of the Trustee, the Note Administrator or the Issuer or otherwise
relating to the Collateral then in the custody of the Collateral Manager (although the Collateral Manager may keep copies of such documents
for its records); and


 






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(ii)       deliver
to the Trustee and the Note Administrator an accounting with respect to the books and records delivered to the Issuer or the Replacement
Collateral Manager appointed pursuant to this Section 12.


 


The Collateral Manager shall
reasonably assist and cooperate with the Trustee, the Note Administrator and the Issuer (as reasonably requested by the Trustee, the
Note Administrator or the Issuer) in the assumption of the Collateral Manager’s duties by any Replacement Collateral Manager as
provided for in this Agreement, as applicable. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent
set forth herein (but subject to Section 13 hereof) for the Collateral Manager’s acts or omissions hereunder arising
prior to its termination as Collateral Manager hereunder and for any expenses, losses, damages, liabilities, demands, charges and claims
(including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by it
in Section 5 hereof or from any failure of the Collateral Manager to comply with the provisions of this Section 12(g).


 


(h)          The
Collateral Manager agrees that, notwithstanding any termination, the Collateral Manager shall reasonably cooperate in any Proceeding
arising in connection with this Agreement, the Indenture or any of the Collateral (excluding any such Proceeding in which claims are
asserted against the Collateral Manager or any Affiliate of the Collateral Manager) so long as the Collateral Manager shall have been
offered (in its judgment) reasonable security, indemnity or other provision against the cost, expenses and liabilities that might be
incurred in connection therewith, but, in any event, shall not be required to make any admission or to take any action against the Collateral
Manager’s own interests or the interests of other funds and accounts advised by the Collateral Manager.


 


(i)           If
this Agreement is terminated pursuant to Section 12(a) or (c) hereof, such termination shall be without
any further liability or obligation of the Issuer or the Collateral Manager to the other, except as provided in Sections 6,
7, 12 and 13 and the last sentence of Section 10 hereof.


 


13.         Liability
of Collateral Manager. (a) The Collateral Manager assumes no responsibility under this
Agreement other than to render the services called for from the Collateral Manager hereunder and under the Indenture in the manner prescribed
herein and therein. The Collateral Manager and its Affiliates, and each of their respective partners, shareholders, members, managers,
officers, directors, employees, agents, accountants and attorneys (the Collateral Manager and such other Persons collectively, the “Collateral
Manager Indemnified Parties”) shall have no liability to the Noteholders, the Trustee, the Note Administrator, the Issuer,
the Co-Issuer, the Servicer, the Special Servicer, the Placement Agents or any of their respective Affiliates, partners, shareholders,
officers, directors, employees, agents, accountants and attorneys, for any error of judgment, mistake of law, or for any claim, loss,
liability, damage, settlement, costs, or other expenses (including reasonable attorneys’ fees and court costs) of any nature whatsoever
(collectively, the “Collateral Manager Liabilities”) that arise out of or in connection with any act or omissions
of the Collateral Manager in the performance of its duties under this Agreement or the Indenture or for any decrease in the value of
the Collateral Interests or Eligible Investments, except (i) by reason of acts or omissions constituting bad faith, willful misconduct
or negligence in the performance of, or negligent disregard of, the duties of the Collateral Manager hereunder and under the terms of
the Indenture and (ii) with respect to the information concerning the Collateral Manager under the heading “The Collateral
Manager” in the Offering Memorandum containing any untrue statement of material fact or omitting to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer agrees
that the Collateral Manager shall not be liable for any consequential, special, exemplary or punitive damages hereunder. The breaches
described in Section 13(a)(i) and (ii) are collectively referred to for purposes of this Section 13
as “Collateral Manager Breaches.”


 






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(b)          The
Collateral Manager shall indemnify, defend and hold harmless the Issuer and each of its partners, shareholders, members, managers, officers,
directors, employees, agents, accountants and attorneys (each, an “Issuer Indemnified Party”) from and against any
Collateral Manager Liabilities) which are incurred as a direct consequence of the Collateral Manager Breaches, except for liability to
which such Issuer Indemnified Party would be subject by reason of willful misconduct, bad faith, negligence in the performance of, or
negligent disregard of the obligations of the Issuer hereunder and under the terms of the Indenture.


 


(c)          The
Issuer shall reimburse, indemnify and hold harmless each of the Collateral Manager Indemnified Parties from any and all Collateral Manager
Liabilities, as are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation (whether
or not such Collateral Manager Indemnified Party is a party) caused by, or arising out of or in connection with this Agreement, the Indenture
and the transactions contemplated hereby and thereby, including the issuance of the Notes, or any acts or omissions of any Collateral
Manager Indemnified Parties except those that are the result of Collateral Manager Breaches. Any amounts payable by the Issuer under
this Section 13(c) shall be payable only subject to the Priority of Payments set forth in the Indenture and to the extent
Collateral are available therefor.


 


(d)          With
respect to any claim made or threatened in writing against an Issuer Indemnified Party or a Collateral Manager Indemnified Party (each
an “Indemnified Party”), or compulsory process or request or other notice of any Liability served upon an Indemnified
Party, for which such Indemnified Party is or may be entitled to indemnification under this Section 13, such Indemnified
Party shall (or, with respect to Indemnified Parties that are directors, managers, officers, stockholders, members, managers, agents
or employees of the Issuer or the Collateral Manager, the Issuer or the Collateral Manager, as the case may be, shall cause such Indemnified
Party to):


 


(i)        give
written notice to the indemnifying party of such claim within ten Business Days after such Indemnified Party’s receipt of actual
notice that such claim is made or threatened, which notice to the indemnifying party shall specify in reasonable detail the nature of
the claim and the amount (or an estimate of the amount) of the claim; provided, however, that the failure of any Indemnified
Party to provide such notice to the indemnifying party shall not relieve the indemnifying party of its obligations under this Section 13
unless the rights or defenses available to the Indemnified Party are materially prejudiced or otherwise forfeited by reason of such
failure;


 






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(ii)       at
the indemnifying party’s expense, provide the indemnifying party such information and cooperation with respect to such claim as
the indemnifying party may reasonably require, including making appropriate personnel available to the indemnifying party at such reasonable
times as the indemnifying party may request;


 


(iii)      at
the indemnifying party’s expense, cooperate and take all such steps as the indemnifying party may reasonably request to preserve
and protect any defense to such claim;


 


(iv)      in
the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the indemnifying party the right, which
the indemnifying party may exercise in its sole discretion and at its expense, to participate in the investigation, defense and settlement
of such claim;


 


(v)       neither
incur any material expense to defend against nor release or settle any such claim or make any admission with respect thereto (other than
routine or incontestable admissions or factual admissions the failure to make of which would expose such Indemnified Party to unindemnified
liability) nor permit a default or consent to the entry of any judgment in respect thereof, in each case without the prior written consent
of the indemnifying party; and


 


(vi)     upon
reasonable prior notice, afford to the indemnifying party the right, in such party’s sole discretion and at such party’s
sole expense, to assume the defense of such claim, including the right to designate counsel reasonably acceptable to the Indemnified
Party and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of such claim; provided that,
if the indemnifying party assumes the defense of such claim, it shall not be liable for any fees and expenses of counsel for any Indemnified
Party incurred thereafter in connection with such claim except that, if such Indemnified Party reasonably determines that counsel designated
by the indemnifying party has a conflict of interest, such indemnifying party shall pay the reasonable fees and disbursements of one
counsel (in addition to any local counsel) separate from such indemnifying party’s own counsel for all Indemnified Parties in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances; and provided, further, that the indemnifying party shall not have the right, without the Indemnified Party’s
written consent, to settle any such claim if, in a case where the Issuer is the indemnifying party, the Issuer does not make available
(in accordance with the Priority of Payments), in a segregated account available only for this purpose, the full amount required to pay
any amounts due from the Indemnified Party under such settlement or, in any case, such settlement (A) arises from or is part of
any criminal action, suit or proceeding, (B) contains a stipulation to, confession of judgment with respect to, or admission or
acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (C) relates to any federal, state or local
tax matters or (D) provides for injunctive relief, or other relief other than damages, which is binding on the Indemnified Party.


 






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(e)          In
the event that any Indemnified Party waives its right to indemnification hereunder, the indemnifying party shall not be entitled to appoint
counsel to represent such Indemnified Party nor shall the indemnifying party reimburse such Indemnified Party for any costs of counsel
to such Indemnified Party.


 


(f)           Nothing
herein shall in any way constitute a waiver or limitation of any rights that the Issuer or the Collateral Manager may have under any
United States federal or state securities laws.


 


14.          Obligations
of Collateral Manager. (a) Unless otherwise required by a provision of the Indenture or this Agreement or by applicable law,
the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally
or with negligent disregard take any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be
expected to materially adversely affect the Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal
or state law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (ii) would not be
permitted under the Issuer or the Co-Issuer’s Governing Documents, (iii) would require registration of the Issuer or the Co-Issuer
or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co-Issuer
to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to
the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion
of Dechert LLP, Skadden, Arps, Slate, Meagher & Flom LLP or another nationally recognized tax counsel experienced in such
matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United
States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on
the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal
Revenue Service tax shelter rules unless the Collateral Manager notifies the Issuer immediately after entering into any such reportable
transactions.


 


The Collateral Manager shall
not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal
requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral
Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes
of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made
to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral
Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral Manager
shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or
making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under
this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers
or the Trustee.


 


(b)          The
Collateral Manager to the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an
Independent certified accountant to prepare any United States federal, state or local income tax or information returns and any non-United
States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each a “Tax
Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue,
each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file
or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable
law.


 






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(c)          Notwithstanding
anything to the contrary herein, the Collateral Manager or any of its Affiliates may take any action that is not specifically prohibited
by the Indenture, this Agreement or applicable law that the Collateral Manager or any Affiliate of the Collateral Manager deems to be
in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Interests.


 


15.          No
Partnership or Joint Venture. The Issuer and the Collateral Manager are not partners or joint venturers with each other, and nothing
herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Collateral
Manager’s relation to the Issuer shall be that of an independent contractor and not a general agent. Except as expressly provided
in this Agreement and in the Indenture, the Collateral Manager shall not have authority to act for or represent the Issuer in any way
and shall not otherwise be deemed to be the Issuer’s agent.


 


16.          Notices.
Any notice from a party under this Agreement shall be in writing and addressed and delivered or sent by certified mail, postage prepaid,
return receipt requested, or by overnight or second day delivery by a nationally recognized courier, such as FedEx or UPS, to the other
party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is
agreed that the address of the Issuer for this purpose shall be:


 


GPMT 2021-FL4, Ltd.

3 Bryant Park, 24th Floor

New York, New York 10036

Attention: General Counsel

Email: GPMT2021-FL4@gpmtreit.com


 


with a copy to the Collateral
Manager (as addressed below).


 


The address of the Collateral Manager for this purpose shall
be:


 


GPMT Collateral Manager LLC

3 Bryant Park, 24th Floor

New York, New York 10036

Attention: General Counsel

Email: GPMT2021-FL4@gpmtreit.com


 


17.          Succession;
Assignment. This Agreement shall inure to the benefit of, and be binding upon the successors to, the parties hereto. Any assignment
of this Agreement by operation of law or otherwise to any Person, in whole or in part, by the Collateral Manager shall be deemed null
and void unless the Collateral Manager Replacement Conditions are satisfied.


 






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Any assignment consented to
by the Issuer in accordance with Article 15 of the Indenture shall bind the assignee hereunder in the same manner as the
Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer, the Note Administrator and the Trustee
a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by
the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to the
Collateral Manager’s obligations arising under Section 13 of this Agreement prior to such assignment and except with
respect to the Collateral Manager’s obligations under the last sentence of Section 10 and Sections 7 and 12
hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager, the Note
Administrator and the Trustee (subject to the satisfaction of the Rating Agency Condition), except in the case of assignment by the Issuer
to (i) an entity that is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall
be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound hereunder and thereunder or (ii) the
Trustee as contemplated by the Indenture (and, in connection therewith, the Collateral Manager agrees to be bound by Article 15
of the Indenture). In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute
and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such
assignment. The Collateral Manager hereby consents to the assignment and other matters set forth in Article 15 of the Indenture.


 


18.          No
Bankruptcy Petition/Limited Recourse. The Collateral Manager covenants and agrees that, prior to the date that is one year and one
day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued by the Issuer under
the Indenture, the Collateral Manager will not institute against, or join any other Person in instituting against, the Issuer (or any
Permitted Subsidiary) or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any bankruptcy, insolvency, reorganization or similar law of any jurisdiction; provided, however, that nothing in
this provision shall preclude, or be deemed to stop, the Collateral Manager 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) in (x) any case or proceeding voluntarily
filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced
against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby
acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the
Collateral Manager will not have recourse to any of the directors, officers, employees, incorporators, shareholders or affiliates of
the Issuer, or any members of the Advisory Committee, with respect to any Collateral Manager Liabilities, indemnities or other obligations
hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer
and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral
Interests and the other Collateral payable in accordance with the Priority of Payments. If payments on any such claims from the Collateral
are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral,
all claims against the Issuer and the obligations of the Issuer to pay such deficiencies shall be extinguished and shall not thereafter
revive. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be solely the limited
liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers,
directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any Collateral Manager Liabilities,
indemnities or other obligations in connection with any transactions contemplated hereby. The provisions of this Section 18
shall survive the termination of this Agreement for any reason whatsoever.


 






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19.          Rating
Agency Information. All information and notices required to be delivered to the Rating Agencies pursuant to this Agreement or requested
by the Rating Agencies in connection herewith, shall first be provided in electronic format to the 17g-5 Information Provider in compliance
with the terms of the Indenture (who shall post such information to the 17g-5 Website in accordance with Section 14.13 of the Indenture).


 


Each party hereto, insofar
as it may communicate with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees
to comply (and to use its commercially reasonable efforts to cause each and every sub-servicer, subcontractor, vendor or agent for such
Person and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies
set forth in this Section 19 and shall not deliver to any Rating Agency any report, statement, request or other information
relating to the Notes or the Collateral Interests other than in compliance with such provisions.


 


None of the foregoing restrictions
in this Section 19 prohibit or restrict oral or written communications, or providing information, between the Collateral
Manager, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the
ratings, if any, it assigns to such party, (ii) such Rating Agency’s approval, if any, of such party as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of such party’s servicing operations in
general; provided, however, that such party shall not provide any information relating to the Notes or the Collateral Interests
to any Rating Agency in connection with any such review and evaluation by such Rating Agency unless (x) borrower, property or deal
specific identifiers are redacted; or (y) such information has already been provided to the 17g-5 Information Provider and has been
uploaded onto the 17g-5 Website.


 


20.          Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without
regard to the conflict of laws principles thereof. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”),
each party irrevocably (i) submits to the nonexclusive jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City and (ii) waives any objection that such party may have at any
time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in
an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction
over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction, nor shall the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. The Collateral
Manager 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 in accordance with Section 16 above to the Collateral Manager at the Collateral Manager’s address set
forth in Section 16, or such other address as the Collateral Manager may advise the Issuer in writing. The Issuer 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 GPMT 2021-FL4
Ltd., c/o MaplesFS Limited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (and any successor entity),
as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action
or proceeding in any such court and agrees that service of process upon MaplesFS Limited shall be deemed in every respect effective service
of process upon it in any such suit, action or proceeding and shall be taken and held to be valid personal service upon it. Each party
hereto 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.


 






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EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(b)          The
captions in this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.


 


(c)          In
the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.


 


(d)          This
Agreement (including Exhibit A attached hereto) may be modified without the prior written consent of the Trustee, the Note
Administrator or the Holders of Notes to correct any inconsistency or cure any ambiguity or mistake or to provide for any other modification
that does not materially and adversely affect the rights of any Noteholder or holder of the Preferred Shares. Any other amendment of
this Agreement (including Exhibit A attached hereto) shall require the prior written consent of a majority by outstanding
principal amount of each Class of Noteholders and a Majority of Preferred Shareholders that would be materially and adversely affected
by such proposed amendment.


 


(e)          This
Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes all other prior and contemporaneous
understandings and agreements, whether written or oral, between the parties hereto concerning this subject matter (other than the Indenture).


 


(f)           The
Collateral Manager hereby agrees and consents to the terms of Section 15.1(f) of the Indenture applicable to the Collateral
Manager and shall perform any provisions of the Indenture made applicable to the Collateral Manager by the Indenture as required by Section 15.1(f) of
the Indenture. The Collateral Manager agrees that all of the representations, covenants and agreements made by the Collateral Manager
herein are also for the benefit of the Trustee, the Note Administrator, the Noteholders and the Holders of the Preferred Shares.


 






    - 26 -


     


    

 


(g)          This
Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. This Agreement shall be valid, binding and enforceable against a party (and
any respective successors and permitted assigns thereof) when executed and delivered by an authorized individual on behalf of such party
by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other
electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial
Code (collectively, “Signature Law”), in each case, to the extent applicable. Each faxed, scanned or photocopied manual
signature, or other electronic signature, shall for all purposes have the same validity, legal effect and admissibility in evidence as
an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by electronic transmission shall be as effective as delivery of a manually executed original
counterpart to this Agreement. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings
when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings. Subject
to the last sentence of the penultimate paragraph of Section 1 hereof, in the event of a conflict between the terms of this
Agreement and the Indenture, including with respect to the obligations of the Collateral Manager hereunder and thereunder, the terms
of this Agreement shall be controlling.


 


(h)          The
words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but
not limited to.”


 


(i)           Subject
to the last sentence of the penultimate paragraph of Section 1 hereof, in the event of a conflict between the terms of this Agreement
and the Indenture, including with respect to the obligations of the Collateral Manager hereunder and thereunder, the terms of this Agreement
shall be controlling.


 


(j)           No
failure or delay on the part of any party hereto to exercise any right or remedy under this Agreement shall operate as a waiver thereof,
and no waiver shall be effective unless it is in writing and signed by the party granting such waiver.


 


(k)          This
Agreement is made solely for the benefit of the Issuer, the Collateral Manager, the Note Administrator and the Trustee, on behalf of
the Noteholders and the Holders of the Preferred Shares, their successors and assigns, and no other person shall have any right, benefit
or interest under or because of this Agreement.


 


(l)           The
Collateral Manager hereby irrevocably waives any rights it may have to set off against the Collateral.


 


(m)         No
Noteholder or Holder of any Preferred Share is a third party beneficiary under this Agreement for any purpose or has any independent
rights hereunder.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective authorized representatives as of the day and year first above written,


 


	 	GPMT 2021-FL4, LTD.,
 as Issuer
	 	 	 
	 	By:	/s/ Michael J. Karber
	 	 	 Name: Michael J. Karber
 Title: Authorized Signatory






 


GPMT 2021-FL4 – Collateral Management Agreement


 






     


     


    

 





	 	GPMT COLLATERAL MANAGER LLC,

as Collateral Manager
	 	 	 
	 	By:	/s/ Michael J. Karber
	 	 	 Name: Michael J. Karber
 Title: General Counsel and Secretary


 


GPMT 2021-FL4 – Collateral Management Agreement