EXHIBIT 10.5


 


 



SERVICING AGREEMENT


 


Dated as of November 16, 2021


 


by and among


 


GPMT 2021-FL4, LTD.

 “Issuer”


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

 “Trustee”


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

 “Note Administrator”


 


GPMT SELLER LLC

 “Advancing Agent”


 


TRIMONT REAL ESTATE ADVISORS, LLC

 “Servicer”


 


and


 


TRIMONT REAL ESTATE ADVISORS, LLC

 “Special Servicer”


 


 






     


     


    

 


TABLE OF CONTENTS


 


Article I


 


Definitions


 


	Section 1.01	Defined Terms	1



 


Article II


 


Retention
and Authority of Servicer


 


	Section 2.01	Engagement; Servicing Standard	26
	Section 2.02	Sub-Servicing	28
	Section 2.03	Authority of the Servicer or the Special Servicer	29
	Section 2.04	Certain Calculations	30



 


Article III


 


services
to be performed


 


	Section 3.01	Servicing; Special Servicing	31 
	Section 3.02	Escrow Accounts; Collection of Taxes, Assessments and
    Similar Items	34 
	Section 3.03	Collection Account and Participated Loan Collection
    Account	35 
	Section 3.04	Eligible Investments	38 
	Section 3.05	Maintenance of Insurance Policies	38 
	Section 3.06	Delivery and Possession of Servicing Files	40 
	Section 3.07	Inspections; Financial Statements	40 
	Section 3.08	Exercise of Remedies upon Serviced Commercial Real
    Estate Loan Defaults	41 
	Section 3.09	Enforcement
    of Due-On-Sale Clauses; Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	41 
	Section 3.10	Appraisals; Realization upon Defaulted Collateral Interests	43 
	Section 3.11	Annual Statement as to Compliance	47 
	Section 3.12	Annual Independent Public Accountants’ Servicing
    Report	47 
	Section 3.13	Title and Management of REO Properties and REO Accounts	47 
	Section 3.14	Cash Collateral Accounts	49 
	Section 3.15	Modification, Waiver, Amendment and Consents	49 
	Section 3.16	Transfer of Servicing Between Servicer and Special
    Servicer; Record Keeping; Asset Status Report	53 
	Section 3.17	Sale of Defaulted Collateral Interests or Credit Risk
    Collateral Interests	56 
	Section 3.18	Sale of Collateral Interests Pursuant to Indenture;
    Auction Call Redemption	56 
	Section 3.19	Repurchase Requests	56 
	Section 3.20	Investor Q&A Forum and Rating Agency Q&A Forum
    and Servicer Document Request Tool	57 
	Section 3.21	Duties under Indenture; Miscellaneous	57 
	Section 3.22	[Reserved]	58 
	Section 3.23	Control and Consultation	58 
	Section 3.24	[Reserved]	60 
	Section 3.25	Certain Matters Related to the Participated Loans	61 
	Section 3.26	Ongoing Future Advance Estimates	63 



 






    -i-


     


    

 


Article IV


 


statements
and reports


 


	Section 4.01	Reporting by the Servicer, the Special
    Servicer	65 



 


Article V


 


SERVICER
and special servicer COMPENSATION AND ExPENSES


 


	Section 5.01	Servicing Compensation	67 
	Section 5.02	Servicing Advances; Servicer Expenses	67 
	Section 5.03	Special Servicing Compensation	71 



 


Article VI


 


The Servicer
and the Issuer


 


	Section 6.01	No Assignment; Merger or Consolidation	72 
	Section 6.02	Liability and Indemnification	72 
	Section 6.03	Eligibility; Successor, the Servicer or the Special
    Servicer	74 



 


Article VII


 


Representations
and Warranties; Termination Events


 


	Section 7.01	Representations and Warranties	75 
	Section 7.02	Servicer Termination Event	80 
	Section 7.03	Termination of the Special Servicer by the Collateral
    Manager	82 
	Section 7.04	[Reserved]	83 
	Section 7.05	[Reserved]	83 
	Section 7.06	[Reserved]	83 
	Section 7.07	Note Administrator/Trustee Termination Event	83 
	Section 7.08	Trustee to Act; Appointment of Successor	84 
	Section 7.09	Collateral Manager Termination Event	85 
	Section 7.10	Closing Conditions; Issuer Covenants	86 
	Section 7.11	Post-Closing Performance Conditions	86 



 






    -ii-


     


    

 


Article VIII


 


Termination;
Transfer of Collateral Interests


 


	Section 8.01	Termination of Agreement	87 
	Section 8.02	Transfer of Collateral Interests	87 



 


Article IX


 


Miscellaneous
Provisions


 


	Section 9.01	Amendment; Waiver	88 
	Section 9.02	Governing Law	89 
	Section 9.03	Notices	89 
	Section 9.04	Severability of Provisions	91 
	Section 9.05	Inspection and Audit Rights	91 
	Section 9.06	[Reserved]	91 
	Section 9.07	Binding Effect; No Partnership; Counterparts	91 
	Section 9.08	Protection of Confidential Information	92 
	Section 9.09	General Interpretive Principles	92 
	Section 9.10	Further Agreements	92 
	Section 9.11	Rating Agency Notices	93 
	Section 9.12	Limited Recourse and Non-Petition	94 
	Section 9.13	Capacity of Trustee and Note Administrator	94 
	Section 9.14	Third-Party Beneficiaries	95 



 


	EXHIBIT A	Collateral Interest Schedule 
	EXHIBIT B	Applicable Servicing Criteria in Item 1122 of Regulation AB 
	EXHIBIT C	[RESERVED] 
	EXHIBIT D	[RESERVED]



 



    -iii-


     


    




 


THIS SERVICING AGREEMENT dated
as of November 16, 2021 is by and among GPMT 2021-FL4, Ltd. (the “Issuer”), an exempted company incorporated
with limited liability under the laws of the Cayman Islands, GPMT Collateral Manager LLC, as collateral manager (the “Collateral
Manager”), Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity, the “Note Administrator”), GPMT Seller LLC, as advancing agent
(the “Advancing Agent”), Trimont Real Estate Advisors, LLC, as servicer (in such capacity, the “Servicer”)
and special servicer (in such capacity, the “Special Servicer”).


 


PRELIMINARY STATEMENTS


 


The Issuer desires to engage
the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator, and the Servicer,
the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator desire to accept the Issuer’s
engagement, to perform their respective duties with respect to the Commercial Real Estate Loans in accordance with the provisions of this
Agreement.


 


This Agreement shall become
effective with respect to each Serviced Commercial Real Estate Loan upon the Closing Date.


 


NOW, THEREFORE, in consideration
of the recitals in this Preliminary Statement which are made a contractual part hereof, and of the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Article I


 


Definitions


 


Section 1.01     Defined
Terms. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Indenture. In addition,
whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:


 


“15Ga-1 Notice”:
As defined in Section 3.19.


 


“17g-5 Information
Provider”: As defined in the Indenture.


 


“17g-5 Website”:
As defined in the Indenture.


 


“A-1 Participation
Servicing Agreement”: As defined in the related Participation Agreement.


 


“Accounts”:
The Escrow Accounts, the Collection Account, the Participated Loan Collection Account, the REO Accounts and the Cash Collateral Accounts.


 


“Additional Servicing
Compensation”: (a) Any fee or penalty amounts collected for checks or other items returned for insufficient funds related
to the Accounts (other than the REO Account); (b) any late payment charges and default interest collected with respect to any Serviced
Commercial Real Estate Loan (which, for each Participated Loan, shall be payable solely from amounts allocated to such Collateral Interest
and any related Companion Participation under the related Participation Agreement) that accrues when the related Commercial Real Estate
Loan is not a Specially Serviced Loan and (c) subject to Section 3.04, all income and gain realized from the investment
of funds deposited in the Accounts (other than the REO Account).


 


“Additional Special
Servicing Compensation”: (a) All assumption application fees received on Commercial Real Estate Loans, (b) any modification
fees, assumption fees, consent fees, forbearance fees and similar fees received on any Commercial Real Estate Loans, (c) any charges
for processing other Obligor requests (including Other Borrower Requests) and for administratively processing Administrative Modifications
and/or Criteria-Based Modifications, (d) any charges for processing beneficiary statements or demands and fees in connection with
defeasance, if any, on any Commercial Real Estate Loans, (e) any late payment charges and default interest collected with respect
to any Collateral Interest that accrues when the related Commercial Real Estate Loan is a Specially Serviced Loan and (f)(i) any
fee or penalty amounts collected for checks or other items returned for insufficient funds relating to the REO Account and (i) subject
to Section 3.04, all income and gain realized from the investment of funds deposited in the REO Account.


 



     


     


    

 


“Administrative Modification”:
Any modification, waiver or amendment directed by the Collateral Manager that relates exclusively to (i) with respect to any Commercial
Real Estate Loan, in the case of a mismatch between the Benchmark Replacement (including any Benchmark Replacement Adjustment) on the
Notes and the benchmark replacement and the benchmark replacement adjustment applicable to such Commercial Real Estate Loan, (a) any
alternative rate index and alternative rate spread that the Collateral Manager determines are reasonably necessary to reduce or eliminate
such mismatch and (b) any corresponding changes to such Commercial Real Estate Loan to match the applicable Benchmark Replacement
Conforming Changes and/or to make any Loan-Level Benchmark Replacement Conforming Changes or (ii) with respect to any Commercial
Real Estate Loan other than a Commercial Real Estate Loan related to a Credit Risk Collateral Interest, Specially Serviced Loan or Defaulted
Loan, exit fees, extension fees, default interest, financial covenants (including cash management triggers) relating (directly or indirectly)
to debt yield, debt service coverage or loan-to-value, prepayment fees (including in connection with defeasance and lockouts), yield or
spread maintenance provisions, reserve account minimum balance amounts, repair, maintenance and capex completion dates, interest rate
cap strike rates and waivers of a borrower being required to obtain an interest rate cap agreement in connection with an extension when
the extension is for ninety (90) days or less.


 


“Advance Rate”:
A per annum rate equal to the “Prime Rate” (as published from time to time in the “Money Rates” section
of The Wall Street Journal).


 


“Advancing Agent”:
GPMT Seller LLC, or its successors or assigns pursuant to the Indenture, solely in its capacity as Advancing Agent.


 


“Affiliate”:
As defined in the Indenture.


 


“Affiliated Future
Funding Companion Participation Holder”: Any Companion Participation Holder that is the Seller or any Affiliate of the Seller.


 


“Aggregate Outstanding
Amount”: As defined in the Indenture.


 


“Aggregate Outstanding
Portfolio Balance”: As defined in the Indenture.


 


“Agreement”:
This Servicing Agreement, as the same may be amended, supplemented or replaced from time to time.


 






    -2- 


     


    

 


“Anti-Terrorism Laws”:
Any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any
regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time
to time.


 


“Appraisal”:
An appraisal prepared by an Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the
Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of
the Appraisal Foundation, as well as FIRREA.


 


“Appraisal Reduction
Amount”: With respect to any Commercial Real Estate Loan as to which an Appraisal Reduction Event has occurred, an amount equal
to the excess, if any, of (a) the Principal Balance of such Commercial Real Estate Loan, plus all other amounts due and unpaid
with respect to such Commercial Real Estate Loan, minus (b) the sum of (i) an amount equal to 90% of the appraised value of
the related Mortgaged Property or Mortgaged Properties (net of any liens senior to the lien of the related mortgage) as determined by
an Updated Appraisal obtained by the Special Servicer plus (ii) the aggregate amount of all reserves, letters of credit and
escrows held in connection with the Commercial Real Estate Loan (other than escrows and reserves for unpaid real estate taxes and assessments
and insurance premiums), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral
for the related Commercial Real Estate Loan (whether paid or then payable by any insurance company or government authority). With respect
to any Collateral Interest that is a Participation, any Appraisal Reduction Amount calculated with respect to the related Commercial Real
Estate Loan will be deemed allocated on a pro rata and pari passu basis among the related Participations (based on the outstanding
Principal Balances thereof). For the avoidance of doubt, with respect to any Combined Loan, any Appraisal Reduction Amount shall be calculated
as, and allocated to, the Combined Loan as a whole.


 


“Appraisal Reduction
Event”: The occurrence of any of the following events with respect to a Commercial Real Estate Loan:


 


		(i)	the 90th day following the occurrence of any uncured delinquency in Monthly Payments with respect to such
Commercial Real Estate Loan (for the avoidance of doubt a forbearance or deferral is not considered an uncured delinquency);



 


		(ii)	receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver
is appointed and continues in such capacity or the 90th day after the related borrower becomes the subject of involuntary bankruptcy proceedings
and such proceedings are not dismissed in respect of the Mortgaged Property securing such Commercial Real Estate Loan;



 


		(iii)	the date on which the Mortgaged Property securing such Commercial Real Estate Loan becomes an REO Property;



 


		(iv)	such Commercial Real Estate Loan becomes a Modified Loan; and



 


		(v)	a payment default occurs with respect to a balloon payment due on such Commercial Real Estate Loan; provided,
however if (a) the related borrower is diligently seeking a refinancing commitment or sale of the Mortgaged Property and delivers
a statement to that effect to the Servicer within thirty (30) days after the default, who will promptly deliver a copy to the Special
Servicer and the Collateral Manager, (b) the related borrower continues to make its assumed scheduled monthly payment, (c) no
other Appraisal Reduction Event has occurred with respect to that Commercial Real Estate Loan and (d) the Collateral Manager consents,
an Appraisal Reduction Event with respect to this clause (v) will not occur until ninety (90) days beyond the related maturity
date, unless extended by the Special Servicer in accordance with the Transaction Documents, the Indenture or the Servicing Agreement;
and provided, further, if the related borrower has delivered to the Servicer, who has promptly delivered a copy to the Special
Servicer and the Collateral Manager, on or before the 90th day after the related maturity date, a refinancing commitment or purchase and
sale agreement reasonably acceptable to the Special Servicer, and the borrower continues to make its assumed scheduled monthly payments
(and no other Appraisal Reduction Event has occurred with respect to that Commercial Real Estate Loan), an Appraisal Reduction Event will
not occur until the earlier of (1) sixty (60) days beyond the related maturity date (or extended maturity date) and (2) the
termination of the refinancing commitment or purchase and sale agreement.



 






    -3- 


     


    

 


“Appraiser”:
An Independent appraiser, selected by the Special Servicer with the prior consent of the Issuer
(or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, in consultation
with the holder of the related Controlling Companion Participation), which is a member in good standing of the Appraisal Institute, and
is certified or licensed in the state in which the relevant related Mortgaged Property is located, and that has a minimum of five (5) years
of experience in the appraisal of comparable properties.


 


“Asset Status Report”:
As defined in Section 3.16(e).


 


“Balloon Loan”:
Any Commercial Real Estate Loan that requires a payment of principal on the maturity date in excess of its constant Monthly Payment.


 


“Balloon Payment”:
With respect to each Balloon Loan, the scheduled payment of principal due on the maturity date (less principal included in the applicable
amortization schedule or scheduled Monthly Payment).


 


“Benchmark Replacement”:
As defined in the Indenture.


 


“Benchmark Replacement
Adjustment”: As defined in the Indenture.


 


“Benchmark Replacement
Conforming Changes”: As defined in the Indenture.


 


“Benchmark Transition
Event”: As defined in the Indenture.


 


“Business Day”:
As defined in the Indenture.


 


“Cash”:
As defined in the Indenture.


 


“Cash Collateral”:
As defined in Section 3.14.


 


“Cash Collateral
Account”: As defined in Section 3.14.


 


“CLO Controlled Collateral
Interests”: As defined in the Indenture.


 


“Closing Date”:
November 16, 2021.


 


“Closing Date Collateral
Interests”: The Collateral Interests acquired by the Issuer on the Closing Date and listed on Schedule A attached hereto.


 


“Co-Issuer”:
GPMT 2021-FL4 LLC, a Delaware limited liability company.


 






    -4- 


     


    

 


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


 


“Code”:
As defined in the Indenture.


 


“Collateral Interest
Controlled Reserve Account”: The account required to be maintained by the Seller pursuant to the Future Funding Agreement.


 


“Collateral Interest
File”: As defined in the Indenture.


 


“Collateral Interest
Purchase Agreement”: As defined in the Indenture.


 


“Collateral Interest
Schedule”: A schedule of the Collateral Interests attached as Exhibit A hereto, which sets forth information with
respect to such Collateral Interests (and which may be amended from time to time by the parties hereto (without the approval or consent
of any other Person) to add or delete Collateral Interests therefrom). An initial Collateral Interest Schedule shall be attached as Exhibit A
hereto, and the Issuer (or the Seller on its behalf) shall deliver an updated Collateral Interest Schedule to the Servicer at least five
(5) Business Days prior to the acquisition of any new Collateral Interest.


 


“Collateral Interests”:
Each of the (a) Mortgage Loans, Combined Loans and Pari Passu Participations acquired by the Issuer on the Closing Date and listed
on the Collateral Interest Schedule and (b) any Reinvestment Collateral Interest, Exchange Collateral Interest or other Collateral
Interest acquired by the Issuer after the Closing Date in accordance with the terms of the Indenture.


 


“Collateral Management
Agreement”: The Collateral Management Agreement, dated as of the Closing Date, between the Issuer and the Collateral Manager,
as the same may be amended or amended and restated from time to time or any replacement thereof.


 


“Collateral Management
Standard”: As defined in the Collateral Management Agreement.


 


“Collateral Manager”:
GPMT Collateral Manager LLC, a Delaware limited liability company, as Collateral Manager under the Collateral Management Agreement, and
any successor Collateral Manager appointed pursuant to the Collateral Management Agreement.


 


“Collateral Manager
Termination Event”: As defined in Section 7.09.


 


“Collection Account”:
As defined in Section 3.03.


 


“Combined Loan”:
Collectively, any Mortgage Loan and a related Mezzanine Loan secured by a pledge of all of the equity interests in the Obligor under such
Mortgage Loan, as if they are a single loan. Each Combined Loan shall be treated as a single loan for all purposes hereunder.


 


“Commercial Real
Estate Loans”: All of the Mortgage Loans, Combined Loans and Participated Loans.


 


“Committed Warehouse
Line”: A warehouse facility, repurchase facility or other similar financing facility pursuant to which the related lender has
approved advances (at a 60% or greater advance rate) to fund future advance requirements under the Future Funding Companion Participations
held by Affiliated Future Funding Companion Participation Holders, subject only to the satisfaction of general conditions precedent in
the related facility documents.


 






    -5- 


     


    

 


“Companion Participation”:
With respect to each Pari Passu Participation, the related companion participation interest in the related Participated Loan that will
not be held by the Issuer unless such Companion Participation is later acquired, in whole or in part, by the Issuer pursuant to the applicable
provisions of the Indenture. Upon any acquisition of a Companion Participation by the Issuer, such Companion Participation shall become
a Collateral Interest.


 


“Companion Participation
Holder”: The holder of any Companion Participation.


 


“Controlling Class”:
As defined in the Indenture.


 


“Controlling Companion
Participation”: With respect to each Non-CLO Controlled Collateral Interest, the Companion Participation that is designated
as the controlling participation interest in the related Participation Agreement.


 


“Corrected Loan”:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Monthly Payments (for such purposes
taking into account any modification or amendment of such Commercial Real Estate Loan, whether by a consensual modification or in connection
with a bankruptcy, insolvency or similar proceeding involving the Obligor), and (provided, that no additional default is foreseeable
in the reasonable judgment of the Special Servicer and no other event or circumstance exists that causes such Commercial Real Estate Loan
to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Servicer pursuant to
Section 3.16(b).


 


“Covered Entity”:
(a) The Issuer and its subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in
clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (i) ownership
of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors
of such Person or other Persons performing similar functions for such Person, or (ii) power to direct or cause the direction of the
management and policies of such Person whether by ownership of equity interests, contract or otherwise.


 


“Credit Risk Collateral
Interest”: As defined in the Indenture.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor
thereto.


 


“CREFC®
Comparative Financial Status Report”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other final form for the presentation of such information and containing such additional information as may from time
to time be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Servicer, the Special Servicer and the Note Administrator.


 


“CREFC®
Investor Reporting Package”: The reporting package substantially in the form of, and containing the information called for in,
the downloadable form of the “CREFC® Investor Reporting Package” available as of the Closing Date on the CREFC®
Website, or such other final form for the presentation of such information and containing such additional information as may from time
to time be promulgated as recommended by CREFC® for commercial mortgage securities transactions generally; provided
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Servicer.


 






    -6- 


     


    

 


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC® Website,
or such other final form for the presentation of such information and containing such additional information as may from time to time
be recommended by CREFC® for commercial mortgage-backed securities transactions generally; provided, that, to the
extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the
Special Servicer and the Note Administrator. Notwithstanding any provision hereof, neither the CREFC® Loan Periodic Update
File, nor any other report or accounting prepared or performed by the Servicer, is required to include any allocation among the Collateral
Interests of the fee payable to the Note Administrator or the fee payable to the Trustee or the fee payable to the Collateral Manager.


 


“CREFC®
NOI Adjustment Worksheet”: An annual report substantially in the form of, and containing the information called for in, the
downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website,
or such other final form for the presentation of such information and containing such additional information as may from time to time
be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Servicer, the Special Servicer and the Note Administrator.


 


“CREFC®
Operating Statement Analysis Report”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC®
Website or in such other final form for the presentation of such information and containing such additional information as may from time
to time be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Servicer, the Special Servicer and the Note Administrator.


 


“CREFC®
Special Servicer Loan File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “CREFC® Special Servicer Loan File” available as of the Closing Date on the CREFC®
Website, or such other final form for the presentation of such information and containing such additional information as may from time
to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally; provided,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Servicer, the Special Servicer and the Note Administrator.


 


“CREFC®
Website”: The website located at www.crefc.org or such other primary website as CREFC® may establish for
dissemination of its report forms.


 


“Criteria-Based Modification”:
With respect to any Commercial Real Estate Loan other than a Commercial Real Estate Loan related to a Credit Risk Collateral Interest,
Specially Serviced Loan or Defaulted Loan, any modification, waiver or amendment determined and directed by the Collateral Manager in
accordance with the Collateral Management Standard that would (a) result in a change in interest rate (other than as a result of
any modification in accordance with clause (i) of the definition of Administrative Modification), (b) result in a delay
in the required timing of any payment of principal for any prepayment, amortization or other principal reduction, (c) result in an
increase in the principal balance of such Commercial Real Estate Loan that will be allocated solely to a related Companion Participation,
(d) permit the indirect owners of the related borrower to incur additional indebtedness that is subordinate to such Commercial Real
Estate Loan or (e) permit a change of maturity date or extended maturity date, under such Commercial Real Estate Loan.


 






    -7- 


     


    

 


“Criteria-Based Modification
Conditions”: Conditions that will be satisfied only if, as determined solely by the Collateral Manager, immediately after giving
effect to such modification, (i) not more than eight (8) Criteria-Based Modifications have been processed after the end of the
Reinvestment Period; (ii) no Event of Default has occurred and is continuing and the Note Protection Test is satisfied; (iii) the
related Collateral Interest complies with the Eligibility Criteria (for this purpose, assuming the related Collateral Interest was treated
as a Reinvestment Collateral Interest acquired on the date of the modification), as adjusted by the EC Modification Adjustments; and (iv) an
Updated Appraisal is obtained with respect to the related Collateral Interest. Multiple simultaneous modifications to a single Collateral
Interest will be treated as a single Criteria-Based Modification.


 


“Custodian”:
As defined in the Indenture.


 


“DBRS Morningstar”:
DBRS, Inc., or any successor thereto.


 


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


 


“Defaulted Loan”:
As defined in the Indenture.


 


“Deferred Interest
Notes”: As defined in the Indenture.


 


“Delayed Close Collateral
Interest”: As defined in the Indenture.


 


“Designated Transaction
Representative”: As defined in the Indenture.


 


“Determination Date”:
The 15th calendar day of each month or, if such date is not a Business Day, the next succeeding Business Day, commencing on the Determination
Date in December 2021.


 


“Directly Operate”:
With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to
tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),
the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO
Property in a trade or business conducted by the Issuer or the performance of any construction work on the REO Property, other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated solely
because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes
other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Due Period”:
As defined in the Indenture.


 


“EC Modification
Adjustments”: With respect to any Criteria-Based Modification, adjustments to the Eligibility Criteria having the effect of
(i) if such Criteria-Based Modification does not involve clauses (c) or (d) of the definition thereof, removing
the requirements of obtaining a No Downgrade Confirmation from DBRS Morningstar or re-obtaining a rating from Moody’s, (ii) assuming
the exercise of all extension options (if any) that are exercisable at the option of the borrower under the terms of the Collateral Interest,
limiting the maturity date of the related Collateral Interest to not exceed seven (7) years following the first Payment Date, (iii) rendering
clauses (xxvi)(a), (xxviii), (xxix), (xxxii) and (xxxiii) of the Eligibility Criteria inapplicable, and (iv) references
in clause (xxx) to “acquisition” being deemed to instead be references to “modification.”


 


“Eligible Account”:
As defined in the Indenture.


 






    -8- 


     


    

 


“Eligible Investments”:
As defined in the Indenture.


 


“Eligibility Criteria”:
As defined in the Indenture.


 


“Escrow Account”:
As defined in Section 3.02.


 


“Escrow Payment”:
Any amounts received by the Servicer or Special Servicer for the account of an Obligor under a Serviced Commercial Real Estate Loan for
application toward the payment of taxes, insurance premiums, assessments, ground rents, deferred maintenance, environmental remediation,
rehabilitation costs, capital expenditures, lease-up expenses and similar items in respect of the related Mortgaged Property.


 


“EU Securitization
Laws”: As defined in the Indenture.


 


“Event of Default”:
As defined in the Indenture.


 


“Exchange Collateral
Interest”: As defined in the Indenture.


 


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting
information provided by the Special Servicer to the Issuer (or the Collateral Manager acting on behalf of the Issuer), which shall not
include any communication (other than the related Final Asset Status Report) between the Special Servicer and the Issuer or the Collateral
Manager with respect to such Specially Serviced Loan, and the Special Servicer has otherwise communicated to the Issuer (or the Collateral
Manager acting on behalf of the Issuer) as being final; provided that no Asset Status Report shall be considered to be a Final
Asset Status Report unless the Issuer (or the Collateral Manager acting on behalf of the Issuer) has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this
Agreement in respect of such action, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise
implemented by the Special Servicer in accordance with this Agreement.


 


“FIRREA”:
The Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended.


 


“Fitch”:
Fitch Ratings, Inc., or any successor thereto.


 


“Future Funding Agreement”:
The Future Funding Agreement, dated as of the Closing Date, by and among the Seller, as pledgor, GPMT, as the future funding indemnitor,
the Trustee, as trustee on behalf of the Noteholders and the Holders of the Preferred Shares, as secured party, and the Note Administrator,
as the same may be amended, supplemented or replaced from time to time.


 


“Future Funding Amount”:
With respect to a Participated Loan, any unfunded future funding obligations of the lender thereunder.


 


“Future Funding Companion
Participation”: With respect to a Participated Loan that has any remaining Future Funding Amounts, the Companion Participation
in such Participated Loan the holder of which is obligated to fund such Future Funding Amounts.


 


“Future Funding Indemnitor”:
GPMT in its capacity as Future Funding Indemnitor.


 


“Governmental Body”:
Any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising
the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including
any supra-national bodies such as the European Union or the European Central Bank) and any such group or body charged with setting financial
accounting or regulatory capital rules or standards, including, without limitation, the Financial Accounting Standards Board, the
Bank for International Settlements or the Basel Committee on Banking Supervision or any successor similar authority to any of the foregoing.


 






    -9- 


     


    

 


“GPMT”:
Granite Point Mortgage Trust Inc., a Maryland corporation, and its successors-in-interest.


 


“GPMT 2021-FL3 Servicing
Agreement”:  The Servicing Agreement, dated May 14, 2021, by and among, GPMT 2021-FL3, Ltd., as issuer, Wilmington
Trust, National Association, as trustee, Wells Fargo Bank, National Association, as note administrator, GPMT Seller, LLC, as advancing
agent, Wells Fargo Bank, National Association, as servicer, Trimont Real Estate Advisors, LLC, as special servicer, and Park Bridge Lender
Services LLC, as operating advisor, as the same may be amended, supplemented or replaced from time to time.


 


“Holder”:
As defined in the Indenture.


 


“Indenture”:
The Indenture, dated as of the Closing Date, among the Issuer, the Co-Issuer, the Advancing Agent, the Trustee and the Note Administrator.


 


“Independent”:
As defined in the Indenture.


 


“Independent Contractor”:
Any Person that would be an “Independent Contractor” with respect to Sub-REIT (or any subsequent REIT) within the meaning
of Section 856(d)(3) of the Code.


 


“Initial Interest
Reserve Deposit Amount”: As defined in the Indenture.


 


“Inquiry”:
As defined in the Indenture.


 


“Insurance and Condemnation
Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged
Property, as applicable, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property,
as applicable, or released to the Obligor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard.


 


“Insurance Policy”:
With respect to any Commercial Real Estate Loan, any hazard insurance policy, flood insurance policy, title insurance policy or other
insurance policy that is maintained from time to time in respect of such Commercial Real Estate Loan or the related Mortgaged Property,
as applicable.


 


“Interest Advance”:
As defined in the Indenture.


 


“Investor Q&A
Forum”: As defined in the Indenture.


 


“Issuer”:
As defined in the Preamble hereto.


 


“Largest One Quarter
Future Advance Estimate”: An estimate of the largest aggregate amount of future advances that will be required to be made under
the Future Funding Companion Participations held by Affiliated Future Funding Companion Participation Holders during any calendar quarter,
subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate.


 






    -10- 


     


    

 


“Law”:
shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement
arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.


 


“Liquidation Event”:
An REO Property (and the related REO Loan) or a Commercial Real Estate Loan is liquidated for a full or discounted amount and the Special
Servicer has determined that all amounts which it expects to recover from or on account of such Commercial Real Estate Loan or REO Property,
as applicable, have been recovered.


 


“Liquidation Fee”:
A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property, as applicable, as to which the Special
Servicer receives a full or discounted payoff (or an unscheduled partial payment to the extent such prepayment is required by the Special
Servicer as a condition to a workout or modification) with respect thereto from the related Obligor or any Liquidation Proceeds or Insurance
and Condemnation Proceeds with respect to the related Commercial Real Estate Loan or REO Property, as applicable (in any case, other than
amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds
of such full or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds related
to such liquidated Specially Serviced Loan or REO Property, as applicable, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to any event described in clause (c), clause (d), clause (e) or
clause (f) of the definition of Liquidation Proceeds if such repurchase occurs within the time parameters (including any applicable
extension period) set forth in the Collateral Interest Purchase Agreement.


 


“Liquidation Fee
Rate”: With respect to each Specially Serviced Loan, a rate equal to 1.0%.


 


“Liquidation Proceeds”:
Cash amounts received by or paid to the Servicer or the Special Servicer, as applicable, in connection with: (a) the liquidation
(including a payment in full) of a Mortgaged Property constituting security for a Defaulted Loan, through a receiver’s or trustee’s
sale, foreclosure sale or sale of an REO Property, as applicable, or otherwise, exclusive of any portion thereof required to be released
to the related Obligor in accordance with applicable law and the terms and conditions of the related Loan Documents; (b) the realization
upon any deficiency judgment obtained against an Obligor; (c) the purchase of a Defaulted Collateral Interest or Credit Risk Collateral
Interest pursuant to Section12.1(b) of the Indenture; (d) the sale of a Collateral Interest pursuant to Section 12.1(c) of
the Indenture; (e) any sale of a Collateral Interest or Commercial Real Estate Loan pursuant to Section 12.1(a) of the
Indenture; or (f) the repurchase of a Collateral Interest by the Seller pursuant to the Collateral Interest Purchase Agreement.


 


“Loan Documents”:
As defined in the Indenture.


 


“Loan-Level Benchmark
Replacement”: With respect to any Serviced Commercial Real Estate Loan, the alternate, substitute, successor or replacement
index designated by the Collateral Manager upon the occurrence of a Loan-Level Benchmark Transition Event, which, in the case of a Loan-Level
Benchmark Transition Event triggered by a Benchmark Transition Event shall, if not in violation of the terms of the applicable Loan Documents,
be the Benchmark Replacement.


 


“Loan-Level Benchmark
Replacement Conforming Changes”: With respect to any Loan-Level Benchmark Replacement, any technical, administrative or operational
changes (including, but not limited to, changes to the definition of “interest accrual period” under the applicable Loan Documents
setting an applicable Determination Date for the Loan-Level Benchmark Replacement, reference time, the timing and frequency of determining
rates, the method for determining the Loan-Level Benchmark Replacement and other administrative matters) that the Collateral Manager determines,
in its sole discretion (but subject to Section 3.15(l)), may be appropriate to reflect the adoption of such Loan-Level Benchmark
Replacement.


 






    -11- 


     


    

 


 


“Loan-Level Benchmark
Transition Event”: With respect to any Serviced Commercial Real Estate Loan, any determination by the Collateral Manager (with
notice to the Servicer and Special Servicer in writing) that a trigger event under the related Loan Documents has occurred that will result
in the conversion of the applicable interest rate index for such Commercial Real Estate Loan from LIBOR (as defined in the related Loan
Documents) to an alternate, substitute, successor or replacement index.


 


“Major Decisions”:
Any of the following:


 


(a)            any
modification of, or waiver with respect to, a Collateral Interest or underlying Commercial Real Estate Loan that would result in the extension
of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment
or prepayment payment, if any, payable thereon or a deferral or a forgiveness of interest on or principal of the Collateral Interest or
underlying Commercial Real Estate Loan, any change in the Principal Balance of any Collateral Interest or underlying Commercial Real Estate
Loan or a modification or waiver of any other monetary term of the Collateral Interest or the underlying Commercial Real Estate Loan relating
to the timing or amount of any payment of principal or interest (other than late payment charges and default interest) or any other material
sums due and payable under the Commercial Real Estate Loan or underlying Loan Documents or a modification or waiver of any provision of
the Commercial Real Estate Loan that (i) restricts the Obligor or its equity owners from incurring additional indebtedness, (ii) waives
any breach of a material representation or a material covenant, (iii) waives any breach of any material provision of a related guaranty
delivered by a guarantor of the obligations of a Obligor on such Collateral Interest or underlying Commercial Real Estate Loan, or (iv) waives
any default or event of default due to the bankruptcy or insolvency of a Obligor or any guarantor of the obligations of a Obligor on such
Collateral Interest or Commercial Real Estate Loan;


 


(b)            any
modification of, or waiver with respect to, a Collateral Interest or underlying Commercial Real Estate Loan that would result in a discounted
pay-off of the Commercial Real Estate Loan;


 


(c)            any
foreclosure upon or comparable conversion of the ownership of a Mortgaged Property or any acquisition of a Mortgaged Property by deed-in-lieu
of foreclosure;


 


(d)            any
sale of a Mortgaged Property or any material portion thereof or, except, as specifically permitted in the Loan Documents, the transfer
of any direct or indirect interest in the Obligor;


 


(e)            any
sale of a Defaulted Collateral Interest;


 


(f)             any
action to bring a Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials;


 


(g)            any
substitution or release of collateral for a Collateral Interest (other than in accordance with the terms of, or upon satisfaction of,
the Loan Documents);


 


(h)            any
release of the Obligor or any guarantor from liability with respect to the Commercial Real Estate Loan (other than in accordance with
the terms of, or upon satisfaction of the conditions in, the Loan Documents);


 






    -12- 


     


    

 


(i)             any
waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is
not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Obligor);


 


(j)             any
material changes to or waivers of any of the insurance requirements in the Loan Documents;


 


(k)            any
incurrence of additional debt by the Obligor to the extent such incurrence requires the consent of the lender under the Loan Documents;


 


(l)             any
consent to any lease or extension, waiver, modification or termination thereof to the extent entering into such lease or extension, waiver,
modification or termination thereof requires the consent of the lender under the Loan Documents;


 


(m)           any
consent to any replacement property manager or hotel manager to the extent consent of the lender is required under the related Loan Documents;


 


(n)            any
consent to any replacement property, hotel management or franchise agreement to the extent that entering into any such agreement requires
the consent of the lender under the related Loan Documents; and


 


(o)            any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with
any mezzanine lender or other subordinate debt holder related to a Commercial Real Estate Loan, or an action to enforce rights with respect
thereto, in each case, in a manner that materially and adversely affects the holders of the Notes.


 


“Majority”:
As defined in the Indenture.


 


“Measurement Date”:
As defined in the Indenture.


 


“Mezzanine Loan”:
A mezzanine loan secured by a pledge of all of the equity interest in an Obligor under a Mortgage Loan that is either acquired by the
Issuer or in which a Pari Passu Participation represents an interest.


 


“Modified Loan”:
A Commercial Real Estate Loan that has been modified, other than pursuant to an Administrative Modification or a Criteria-Based Modification,
by the Special Servicer pursuant to this Agreement in a manner that:


 


(a)            except
as expressly contemplated by the related Loan Documents, reduces or delays in a material and adverse manner the amount or timing of any
payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Commercial
Real Estate Loan);


 


(b)            except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the Mortgage on any material portion of the
related Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value (as is), as determined
by an Appraisal delivered to the Special Servicer (at the expense of the related Obligor and upon which the Special Servicer may conclusively
rely), of the property to be released; or


 






    -13- 


     


    

 


(c)            in
the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Commercial
Real Estate Loan or reduces the likelihood of timely payment of amounts due thereon.


 


No Commercial Real Estate
Loan that is subject to an Administrative Modification or a Criteria-Based Modification will become a Modified Loan solely as a result
of such Administrative Modification or Criteria-Based Modification.


 


“Monthly Payment”:
With respect to any Commercial Real Estate Loan, the scheduled monthly payment of interest or the scheduled monthly payment of principal
and interest, as the case may be, on such Commercial Real Estate Loan which is payable by the related Obligor on the due date under the
related Commercial Real Estate Loan.


 


“Monthly Report”:
As defined in the Indenture.


 


“Moody’s”:
Moody’s Investors Service, Inc., or its successor in interest.


 


“Mortgage”:
With respect to each Mortgage Loan, the mortgage, deed of trust or other instrument securing the related Underlying Note, which creates
a lien on the real property securing such Underlying Note.


 


“Mortgage Loan”:
A commercial or multifamily community real estate mortgage loan that is either acquired by the Issuer or in which a Pari Passu Participation
represents an interest, which mortgage loan is secured by a first-lien mortgage or deed-of-trust on commercial or multifamily properties.


 


“Mortgaged Property”:
With respect to any Mortgage Loan or Mezzanine Loan, the commercial or multifamily mortgaged property or properties directly or indirectly
securing such Mortgage Loan or Mezzanine Loan, as applicable.


 


“New Lease”:
Any lease of all or any part of an REO Property entered into on behalf of the Issuer, including any lease renewed or extended on behalf
of the Issuer if the Issuer has the right to renegotiate the terms of such lease.


 


“No Downgrade Confirmation”:
As defined in the Indenture.


 


“No Trade or Business
Opinion”: As defined in the Indenture.


 


“Non-CLO Controlled
Collateral Interests”: As defined in the Indenture.


 


“Non-CLO Custody
Collateral Interest”: As defined in the Indenture.


 


“Non-Exempt Person”:
Any Person other than a Person who is either (a) a U.S. Tax Person or (b) has provided to the Servicer for the relevant year
such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable
provisions of (i) any income tax treaty between the United States and the country of residence of such Person, (ii) the Code,
or (iii) any applicable rules or regulations in effect under clauses (i) or (ii) above, permit the Servicer
to make such payments free of any obligation or liability for withholding: provided, that duly executed form(s) provided to
the Servicer pursuant to Section 7.09 hereof, shall be sufficient to qualify the Issuer as not a Non-Exempt Person.


 






    -14- 


     


    

 


“Non-Material Borrower
Request”: Any Obligor request that does not require the consent of the Collateral Manager (with respect to the CLO Controlled
Collateral Interests) or the holder of the related Controlling Companion Participation (with respect to the Non-CLO Controlled Collateral
Interests).


 


“Non-Serviced Collateral
Interest”: Any Collateral Interest that relates to a Non-Serviced Commercial Real Estate Loan.


 


“Non-Serviced Commercial
Real Estate Loans”: The Commercial Real Estate Loans related to the Collateral Interests identified on Exhibit A hereto
as “Courtyards on the Park” and “Mid Main.”


 


“Nonrecoverable Servicing
Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Serviced Commercial Real Estate Loan
or related REO Property which, in the reasonable judgment of the Advancing Agent or in accordance with the Servicing Standard, the Special
Servicer or the Servicer, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest thereon,
at the Advance Rate, from late collections or any other recovery on or in respect of such Commercial Real Estate Loan or REO Property.
In making such recoverability determination, such Person will be entitled to consider (in the case of the Servicer or the Special Servicer,
in accordance with the Servicing Standard), among other things,


 


(a)            the
obligations of the Obligor under the terms of the related Loan Documents as they may have been modified,


 


(b)            the
related Mortgaged Properties or REO Properties in their “as is” or then-current conditions and occupancies, as modified by
such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties
or REO Properties,


 


(c)            future
expenses as estimated by such Person,


 


(d)            the
timing of recoveries as estimated by such Person, and


 


(e)            the
existence of any Nonrecoverable Servicing Advance with respect to other Mortgaged Properties or REO Properties in light of the fact that
proceeds on the related Mortgaged Property are not only a source of recovery for the Servicing Advance under consideration, but also a
potential source of recovery for such Nonrecoverable Servicing Advance.


 


In addition, any such Person
may (consistent with the Servicing Standard in the case of the Servicer or the Special Servicer) update or change its recoverability determinations
at any time (but, except as provided below, may not reverse any other Person’s determination that a Servicing Advance is a Nonrecoverable
Servicing Advance). Any such Person may obtain promptly upon request, from the Special Servicer, any reasonably required analysis, Appraisals
or market value estimates or other information in the Special Servicer’s possession for making a recoverability determination. If
the Special Servicer makes a determination in accordance with the Servicing Standard that any Servicing Advance previously made is a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance (and provides the
Servicer and the Advancing Agent with the Officer’s Certificate referred to herein), the Servicer (or the Advancing Agent) may rely
on the Special Servicer’s determination; provided, however, the Special Servicer’s determination of nonrecoverability
cannot reverse a determination made by the Servicer.


 


Any such determination by
any such Person, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by any of the Servicer, the Special Servicer or Advancing Agent to the other such Persons and to the Issuer, the Trustee and the Note
Administrator and the Collateral Manager. The Advancing Agent, when making an independent determination, whether or not a proposed Servicing
Advance would be a Nonrecoverable Servicing Advance, shall be subject to the standards applicable to the Special Servicer hereunder.


 






    -15- 


     


    

 


Any Officer’s Certificate
described above shall set forth such determination of nonrecoverability and the considerations of the Advancing Agent, the Servicer or
the Special Servicer, as the case may be, forming the basis of such determination (which shall be accompanied by, to the extent available,
information such as related income and expense statements, rent rolls, occupancy status and property inspections, and shall include an
Appraisal of the related Mortgaged Property or REO Property, as applicable). The Servicer shall promptly furnish any party required to
make Servicing Advances with any information in its possession regarding Performing Loans and the Special Servicer shall promptly furnish
any party required to make Servicing Advances with any information in its possession regarding the Specially Serviced Loans as such party
required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.


 


“Note Administrator”:
Wells Fargo Bank, National Association, a national banking association, appointed as Note Administrator under the Indenture or its successor
under the Indenture. Wells Fargo Bank, National Association will perform the Note Administrator role through its Corporate Trust Services
division.


 


“Note Administrator/Trustee
Termination Event”: As defined in Section 7.07.


 


“Note Protection
Tests”: As defined in the Indenture.


 


“Noteholder”:
With respect to any Note, the Person in whose names such Note is registered in the note register maintained pursuant to the Indenture.


 


“Notes”:
The Notes issued under, and as defined in, the Indenture.


 


“Obligor”:
Any Person obligated to make payments of principal, interest, fees or other amounts or distributions of earnings or other amounts under
any Commercial Real Estate Loan.


 


“Offering Memorandum”:
As defined in the Indenture.


 


“Officer’s
Certificate”: With respect to the Servicer, the Special Servicer, the Advancing Agent or the Collateral Manager, any certificate
executed by a Responsible Officer thereof.


 


“Other Borrower Request”:
Any Non-Material Borrower Request or request for any Future Funding Amount.


 


“Par Purchase Price”:
As defined in Section 3.17.


 


“Pari Passu Participation”:
A fully funded senior or pari passu participation interest in a Participated Loan, which participation is acquired by the Issuer.


 


“Participated Loan”:
Any Mortgage Loan or Combined Loan in which a Pari Passu Participation represents an interest.


 


“Participated Loan
Collection Account”: As defined in Section 3.03 of this Agreement.


 


“Participation”:
As defined in the Indenture.


 






    -16- 


     


    

 


“Participation Agreement”:
With respect to each Participated Loan, the participation agreement or participation and future funding indemnification agreement that
governs the rights and obligations of the holders of the related Pari Passu Participation and the related Companion Participation(s).


 


“Participation Holder
Register”: As defined in Section 3.25(b).


 


“Payment Account”:
As defined in the Indenture.


 


“Payment Date”:
As defined in the Indenture.


 


“Performing Loan”:
Any Serviced Commercial Real Estate Loan that is not a Specially Serviced Loan.


 


“Person”:
An individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.


 


“Pledged Equity”:
All of the equity interest in an Obligor under a Mortgage Loan that is pledged to secure a Mezzanine Loan.


 


“Preferred Shareholder”:
With respect to any Preferred Share, the Person in whose name such Preferred Share is registered.


 


“Preferred Shares”:
As defined in the Indenture.


 


“Principal Balance”:
As defined in the Indenture.


 


“Principal Prepayment”:
Any voluntary payment of principal made by the Obligor on a Commercial Real Estate Loan that is received in advance of its scheduled due
date and that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.


 


“Principal Proceeds”:
As defined in the Indenture.


 


“Qualified Affiliate”:
Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia,
(b) that is in the business of performing the duties of a servicer of Commercial Real Estate Loans, and (c) as to which 51%
or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Servicer or the Special
Servicer, as the case may be, or by any Person or Persons who directly or indirectly own equity ownership interests in the Servicer or
the Special Servicer, as the case may be.


 


“Qualified Insurer”:
An insurance company or security or bonding company qualified to write the related insurance policy, in the relevant jurisdiction, which
(a) other than in the case of a fidelity bond or errors and omissions policy, has a claims paying ability rated at least (i) “A3”
by Moody’s or, if not by rated by Moody’s, an equivalent rating by two other NRSROs or A.M. Best and (ii) “A(low)”
by DBRS Morningstar, or if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs (which may include Moody’s)
or A.M. Best, or (b) in the case of a fidelity bond and errors and omissions insurance policies required to be maintained by
the Servicer and the Special Servicer pursuant to Section 3.05, is a company or security or bonding company having a claims
paying ability of at least (i) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by any
other NRSRO (which may include DBRS Morningstar) or A.M. Best), (ii) “A(low)” by DBRS Morningstar, or if not rated
by DBRS Morningstar, at least an equivalent rating by two other NRSROs (which may include Moody’s), (iii) “A:X”
by A.M. Best, (iv) “A-” by S&P, or (v) “A-” by Fitch, unless the applicable rating agency has
confirmed in writing that an insurance company with a lower claims paying ability shall not result, in and of itself, in a withdrawal
or downgrading of the rating then assigned by such rating agency to any Class of Notes, and if not rated by such rating agency, then
otherwise approved by such rating agency.


 






    -17- 


     


    

 


“Qualified REIT Subsidiary”:
As defined in the Indenture.


 


“Qualified Servicer”:
A commercial mortgage servicer (a) that has acted as servicer or special servicer, as applicable, for a commercial mortgage-backed
securities transaction rated by DBRS Morningstar in the prior twelve (12) months and as to which DBRS Morningstar has not, in the past
twelve (12) months, publicly cited servicing concerns with respect to such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal,
which qualification, downgrade or placement on “watch status” has not been withdrawn within sixty (60) days of such rating
action) of securities in such commercial mortgage-backed securities transaction rated by DBRS Morningstar and serviced by the applicable
servicer prior to the time of determination or has a current ranking by DBRS Morningstar equal to or higher than “MORCS3”
as master or special servicer, as applicable, and (b) that has acted as servicer or special servicer, as applicable, for a commercial
mortgage-backed securities transaction rated by Moody’s in the prior twelve (12) months and as to which Moody’s has not, in
the past twelve (12) months, publicly cited servicing concerns with respect to such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal,
which qualification, downgrade, withdrawal or placement on “watch status” has not been withdrawn within sixty (60) days of
such rating action) of securities in such commercial mortgage-backed securities transaction serviced by the applicable servicer prior
to the time of determination.


 


“Qualified Trustee”:
An entity meeting the eligibility requirements of Section 6.8 of the Indenture.


 


“Rating Agencies”:
Moody’s and DBRS Morningstar, and any successor thereto, or, with respect to the collateral generally, if at any time Moody’s
or DBRS Morningstar or any such successor ceases to provide rating services with respect to the Notes or certificates similar to the Notes,
any other NRSRO selected by the Issuer and reasonably satisfactory to a Majority of the Notes voting as a single Class.


 


“Rating Agency Condition”:
As defined in the Indenture.


 


“Real Property”:
Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural components
of the buildings or structures).


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may
be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time
provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified
therein.


 


“Reinvestment Account”:
As defined in the Indenture.


 


“Reinvestment Collateral
Interest”: As defined in the Indenture.


 


“Reinvestment Period”:
As defined in the Indenture.


 


“REIT Provisions”:
Sections 856 through 859 of the Code and related Treasury Regulations promulgated thereunder.


 






    -18- 


     


    

 


“Relevant Parties
in Interest”: With respect to any Commercial Real Estate Loan, the Noteholders, the Preferred Shareholders and the related Companion
Participation Holders (as a collective whole as if such Noteholders, the Preferred Shareholders and the related Companion Participation
Holders constituted a single lender and taking into account the relative priority rights of such parties set forth in the related Participation
Agreement). Notwithstanding the foregoing, in connection with any sale of a Collateral Interest that is not sold together with any related
Companion Participation, the Relevant Parties in Interest shall not include any Companion Participation Holder whose Companion Participation
is not being included in such sale.


 


“Remittance Date”:
With respect to each Payment Date under the Indenture, the Business Day immediately preceding such Payment Date.


 


“Rents from Real
Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code,
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(a)            except
as provided in Section 856(d)(4) or (6) of the Code, any amount received or accrued, directly or indirectly, with respect
to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from
such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real
Property);


 


(b)            any
amount received or accrued, directly or indirectly, from any Person if any Co-Issuer owns directly or indirectly (including by attribution)
a 10% or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;


 


(c)            any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;


 


(d)            any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a
similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


 


(e)            rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Co-Issuers, such rent is no greater than fifteen percent (15%) of the total rent received or accrued
under, or in connection with, the lease.


 


“REO Accounts”:
As defined in Section 3.13(c).


 


“REO Loan”:
The Commercial Real Estate Loan deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be
deemed to be outstanding for so long as the related REO Property remains part of the assets of the Issuer and provides for assumed scheduled
payments on each due date therefor, and otherwise has the same terms and conditions as its predecessor Commercial Real Estate Loan including,
without limitation, with respect to the calculation of the interest rate in effect from time to time. Each REO Loan shall be deemed to
have an initial outstanding principal balance and stated principal balance equal to the outstanding principal balance and stated principal
balance, respectively, of its predecessor Commercial Real Estate Loan as of the date of the acquisition of the related REO Property. All
amounts due and owing in respect to the predecessor Commercial Real Estate Loan as of the date of the acquisition of the related REO Property
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts
payable or reimbursable to the Servicer or the Special Servicer, as applicable, in respect of the predecessor Commercial Real Estate Loan
as of the date of the acquisition of the related REO Loan, including, without limitation, any unpaid Special Servicing Fees, Servicing
Fees and any unreimbursed Servicing Advances or Servicing Expenses, together with any interest accrued and payable to the Servicer or
the Special Servicer, as the case may be, in respect of such Servicing Advances or Servicing Expenses shall continue to be payable or
reimbursable to the Servicer or the Collateral Manager, the Special Servicer, as the case may be, in respect of an REO Loan.


 






    -19- 


     


    

 


“REO Proceeds”:
Any payments received by the Servicer or the Special Servicer, the Issuer, the Trustee, the Note Administrator or otherwise with respect
to an REO Property.


 


“REO Property”:
A Mortgaged Property acquired by a U.S. corporation (or a limited liability company treated as a
corporation for U.S. federal income tax purposes) acquired directly or indirectly by the Special Servicer for the benefit of the Relevant
Parties in Interest (and also including, with respect to any Non-Serviced Commercial Real Estate Loan, the Issuer’s beneficial interest
in a Mortgaged Property acquired by the applicable special servicer on behalf of, and in the name of, the applicable trustee or a nominee
thereof for the benefit of the certificateholders under the servicing agreement related to such Non-Serviced Commercial Real Estate Loan)
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the
default or imminent default of a Serviced Commercial Real Estate Loan.


 


“Reportable Compliance
Event”: An event where any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar
charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism
Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual
or probable violation of any Anti-Terrorism Law.


 


“Reporting Person”:
As defined in Section 3.11.


 


“Repurchase Request”:
As defined in the Indenture.


 


“Repurchase Request
Recipient”: As defined in Section 3.19.


 


“Responsible Officer”:
With respect to the Collateral Manager, the Servicer, the Special Servicer or the Advancing Agent, as the case may be, any officer or
employee involved in or responsible for the administration, supervision or management of such Person’s obligations under this Agreement
and whose name and specimen signature appear on a list prepared by each party and delivered to the other party, as such list may be amended
from time to time by either party. With respect to the Issuer or the Co-Issuer, any Authorized Officer, as such term is defined in the
Indenture. With respect to the Trustee and the Note Administrator, any Trust Officer, as such term is defined in the Indenture.


 


“Retained Interest”:
Any origination fees paid on the Collateral Interests and any interest in respect of any Collateral Interest that accrued prior to the
Closing Date or Subsequent Seller Transfer Date (as defined in the Collateral Interest Purchase Agreement), as applicable, and has not
been paid to Seller. As of the Closing Date, the Retained Interest is expected to equal $0.


 


“Retention Holder”:
GPMT CLO Holdings LLC, a direct wholly-owned subsidiary of the Seller and an indirect wholly-owned subsidiary of GPMT.


 


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor
thereto.


 






    -20- 


     


    

 


“Sanctioned Country”:
A country subject to a sanctions program maintained under any Anti-Terrorism Law.


 


“Sanctioned Person”:
Any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned
or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any Anti-Terrorism Law.


 


“Secured Parties”:
As defined in the Indenture.


 


“Segregated Liquidity”:
With respect to the Future Funding Indemnitor as of any date of determination, an amount equal to the sum of (a) amounts available
to the Future Funding Indemnitor and its affiliates under a Committed Warehouse Line; (b) cash or cash equivalents of the Future
Funding Indemnitor and its affiliates that are available to make future advances under the Future Funding Companion Participations held
by Affiliated Future Funding Companion Participation Holders (which will include any amounts on deposit in the Collateral Interest Controlled
Reserve Account); (c) cash or cash equivalents that are projected to be earned and received by the Future Funding Indemnitor or its
affiliates during the subject period and will be available to make future advances under the Future Funding Companion Participations held
by Affiliated Future Funding Companion Participation Holders; (d) amounts that are undrawn and available to draw under any credit
facility, subscription facility or warehouse facility subject only to the satisfaction of general conditions precedent in the related
facility documents; and (e) callable capital of the Future Funding Indemnitor or its Affiliates.


 


“Seller”:
GPMT Seller LLC, a Delaware limited liability company, and its successors-in-interest, solely in its capacity as Seller.


 


“Serviced Commercial
Real Estate Loans”: All of the Commercial Real Estate Loans other than the Non-Serviced Commercial Real Estate Loans.


 


“Servicer”:
Trimont Real Estate Advisors, LLC, a Georgia limited liability company, or any successor servicer as herein provided.


 


“Servicer Termination
Event”: As defined in Section 7.02.


 


“Servicing”:
As defined in Section 3.01(a).


 


“Servicing Advances”:
All Servicing Expenses related to the Serviced Commercial Real Estate Loans, Mortgaged Properties or REO Properties and all other customary,
reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real
estate brokers) incurred by the Advancing Agent, the Servicer or the Special Servicer, as applicable, in connection with the servicing
and administering of (a) a Serviced Commercial Real Estate Loan in respect of which a default, delinquency or other unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property related to a Serviced Commercial Real
Estate Loan, including (in the case of each of such clause (a) and (b)), but not limited to, the cost of (i) compliance
with the Servicer’s obligations set forth in Section 3.02, (ii) the preservation, restoration and protection of
a Mortgaged Property related to a Serviced Commercial Real Estate Loan, (iii) obtaining any Insurance and Condemnation Proceeds or
any Liquidation Proceeds, (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property related to a Serviced
Commercial Real Estate Loan including foreclosures, (v) the operation, leasing, management, maintenance and liquidation of any REO
Property related to a Serviced Commercial Real Estate Loan and (vi) any amount specifically designated herein to be paid as a “Servicing
Advance.” Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the
Special Servicer, the Advancing Agent or the Servicer, as applicable, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party
in connection with its purchase of a Serviced Commercial Real Estate Loan or REO Property related to a Serviced Commercial Real Estate
Loan.


 






    -21- 


     


    

 


“Servicing Expenses”:
All customary, reasonable and necessary out-of-pocket costs and expenses paid or incurred in accordance with the Servicing Standard in
connection with the obligations of the Servicer, the Collateral Manager or the Special Servicer, as the case may be (other than legal
fees or expenses associated with contracting with a sub-servicer or payment of any sub-servicing fee), including without limitation:


 


(a)            real
estate taxes, assessments and similar charges that are or may become a lien on a Mortgaged Property;


 


(b)            insurance
premiums if and to the extent funds collected from the related Obligor are insufficient to pay such premiums when due;


 


(c)            ground
rents, if applicable;


 


(d)            any
cost or expense necessary in order to prevent or cure any violation of applicable laws, regulations, codes, ordinances, rules, orders,
judgments, decrees, injunctions or restrictive covenants;


 


(e)            any
cost or expense necessary in order to maintain or release the lien of any Commercial Real Estate Loan on each Mortgaged Property, including
any mortgage registration taxes, release fees, or recording or filing fees;


 


(f)             customary
costs or expenses for the collection, enforcement or foreclosure of the Commercial Real Estate Loans and the collection of deficiency
judgments against Obligors and guarantors (including but not limited to the fees and expenses of any trustee under a deed of trust, foreclosure
title searches and other lien searches);


 


(g)            costs
and expenses of any appraisals, valuations, inspections, environmental assessments (including but not limited to the fees and expenses
of environmental consultants), audits or consultations, engineers, architects, accountants, on-site property managers, market studies,
title and survey work and financial investigating services;


 


(h)            customary
costs or expenses for liquidation, restructuring, modification or loan workouts, such as sales brokerage expenses and other costs of conveyance;


 


(i)            costs
and expenses related to travel and lodging with respect to property inspections (except to the extent expressly provided otherwise herein);


 


(j)             any
other reasonable costs and expenses, including without limitation, legal fees and expenses, incurred by the Collateral Manager, the Special
Servicer or the Servicer under this Agreement in connection with the enforcement, collection, foreclosure, disposition, condemnation or
destruction of any Commercial Real Estate Loan and the performance of Servicing by the Servicer or the Special Servicer, as the case may
be, under this Agreement; and


 


(k)            costs
and expenses related to legal opinions obtained in connection with performing the duties and responsibilities of the Servicer or the Special
Servicer, as the case may be, hereunder.


 






    -22- 


     


    

 


“Servicing Fee”:
With respect to each Collateral Interest and each Companion Participation related to a Serviced Commercial Real Estate Loan (including
without limitation a Specially Serviced Loan, REO Loan or Non-Serviced Collateral Interest), an amount equal to the product of (a) the
applicable Servicing Fee Rate and (b) the outstanding Principal Balance of such Collateral Interest or Companion Participation, as
applicable, as calculated in accordance with Section 5.01 of this Agreement; provided that any servicing fee payable
in respect of a Companion Participation and the interest of the holder of the related Companion Participation in any REO Property will
only be paid from collections in respect of the related Commercial Real Estate Loan that are allocated to such Companion Participation)
(which does not include any primary servicing fee payable under any servicing agreement other than this Servicing Agreement).


 


“Servicing Fee Rate”:
With respect to (a) each Collateral Interest, and the Issuer’s interest in any related REO Property, 0.0150% per annum,
and (b) each Companion Participation, and the interest of the holder of the related Companion Participation in any related REO Property,
and 0.0025% per annum.


 


“Servicing File”:
With respect to each Commercial Real Estate Loan, all documents, information and records relating to the Commercial Real Estate Loan that
are necessary to enable the Servicer to perform its duties and service the Commercial Real Estate Loan and the Special Servicer to perform
its duties and service each Specially Serviced Loan in compliance with the terms of this Agreement, and any additional documents or information
related thereto maintained or created by the Servicer.


 


“Servicing Standard”:
As defined in Section 2.01(b).


 


“Servicing Transfer
Date”: With respect to each Closing Date Collateral Interest and any related Serviced Commercial Real Estate Loan, the Closing
Date. With respect to any Delayed Close Collateral Interest, Reinvestment Collateral Interest and Exchange Collateral Interest and any
related Serviced Commercial Real Estate Loan, the date on which the conditions relating to the acquisition of such Collateral Interest
set forth in the Indenture have been satisfied.


 


“Signature Law”:
As defined in Section 9.07.


 


“Special Servicer”:
Trimont Real Estate Advisors, LLC, a Georgia limited liability company, or any successor special servicer as herein provided.


 


“Special Servicing”:
As defined in Section 3.01(b).


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan, (excluding the Non-Serviced Commercial Real Estate Loans, the special servicing
fee for each of which is paid under the applicable servicing agreement) an amount equal to the product of (a) the Special Servicing
Fee Rate and (b) the outstanding principal balance of such Specially Serviced Loan, as calculated in accordance with Section 5.03(b) of
this Agreement.


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan, a rate equal to 0.25% per annum.


 


“Special Servicing
Transfer Event”: With respect to any Serviced Commercial Real Estate Loan, the occurrence of any of the following events:


 


(a)            a
payment default shall have occurred at the original maturity date, or, if the original maturity date of such Commercial Real Estate Loan
shall have been extended, a payment default shall have occurred at such extended maturity date;


 






    -23- 


     


    

 


(b)            any
Monthly Payment (other than a Balloon Payment) is more than sixty (60) days delinquent;


 


(c)            the
Servicer determines, or receives a written determination of the Special Servicer, that a payment default is imminent and is not likely
to be cured by the related Obligor within sixty (60) days;


 


(d)            a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,
is entered against the related Obligor; provided, that if such decree or order is discharged or stayed within sixty (60) days of
being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days of a filing for relief or the case is dismissed,
upon such discharge, stay, lifting or dismissal such Commercial Real Estate Loan shall no longer be a Specially Serviced Loan (and no
Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be
reimbursed by the Special Servicer);


 


(e)            the
related Obligor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings of or relating to such Obligor or of or relating to all or substantially all of its property;


 


(f)             the
related Obligor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;


 


(g)            a
default (other than a failure by the related Obligor to pay principal or interest) of which the Servicer or the Special Servicer has notice
and which the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard may materially
and adversely affect the interests of the Relevant Parties in Interest has occurred and remained unremedied for the applicable grace period
specified in the related Loan Documents (or if no grace period is specified for those defaults which are capable of cure, sixty (60) days);
or


 


(h)            the
Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged
Property.


 


“Specially Serviced
Loan”: Any Serviced Commercial Real Estate Loan for which a Special Servicing Transfer Event has occurred and such Specially
Serviced Loan has not become a Corrected Loan.


 


“Stated Maturity
Date”: As defined in the Indenture.


 


“Sub-REIT”:
As defined in the Indenture.


 


“Subsequent Transfer
Instrument”: As defined in the Indenture.


 


“Successful Auction”:
As defined in Section 3.18(b).


 


“Successor”:
As defined in Section 6.03(b).


 






    -24- 


     


    

 


“Taxes”:
Any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature,
now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Total Redemption
Price”: As defined in the Indenture.


 


“Transaction Documents”:
As defined in the Indenture.


 


“Transaction Participation”:
As defined in the Indenture.


 


“Trustee”:
As defined in the Preamble hereto.


 


“Two Quarter Future
Advance Estimate”: As of any date of determination, an estimate of the aggregate amount of future advances that will be required
to be made under the Future Funding Companion Participations held by Affiliated Future Funding Companion Participation Holders during
the immediately following two calendar quarters, excluding future advances to be made for: (a) accretive leasing costs (e.g.,
following the future advance for such leasing costs, the debt yield will be equal to or greater than a required debt yield specified in
the Loan Documents for the related Participated Loan); (b) earnouts paid to Obligors upon satisfaction of certain performance metrics
set forth in the Loan Documents for the related Participated Loan; (c) advances that the Seller believes, in the exercise of its
reasonable judgment, will be repaid in full during the period covered by the estimate; and (d) accretive capital expenditures (e.g.,
following the future advance for such capital expenditures, the debt yield will be equal to or greater than a required debt yield specified
in the Loan Documents of the related Participated Loan).


 


“UK Securitization
Laws”: As defined in the Indenture.


 


“Underlying Note”:
With respect to any Commercial Real Estate Loan, the promissory note or other evidence of indebtedness or agreements evidencing the indebtedness
of an Obligor under such Commercial Real Estate Loan.


 


“Updated Appraisal”:
An Appraisal (or a letter update for an existing Appraisal which is less than two years old) of the Mortgaged Property from an independent
Member of the Appraisal Institute appraiser, provided that, it will not be necessary to obtain an Updated Appraisal of any Mortgaged
Property with respect to which there exists an Appraisal that is less than twelve (12) months old and the party that is required to obtain
such Appraisal has no knowledge of any material change in the market for, or the condition or value of the Mortgaged Property.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations),
or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including
any entity treated as a corporation or partnership for U.S. federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996, that have elected
to be treated as U.S. Tax Persons).


 


“Voting Rights”:
At all times during the term of the Indenture and Servicing Agreement, 100% of the voting rights for the Notes that are allocated among
the holders of the respective Classes of Notes in proportion with the Aggregate Outstanding Amount of the Notes. Voting rights allocated
to a Class of Noteholders is allocated among such Noteholders in proportion to the percentage interest in such Class evidenced
by their respective Notes.


 






    -25- 


     


    

 


“Weighted Average
Life”: As defined in the Indenture.


 


“Workout Fee”:
With respect to each Corrected Loan, an amount equal to the product of (a) the Workout Fee Rate and (b) each collection of interest
and principal (other than penalty charges, excess interest and any amount for which a Liquidation Fee would be paid), including (i) Monthly
Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or
(ii) of this definition) at maturity, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“Workout Fee Rate”:
With respect to each Corrected Loan, a rate equal to 1.0%.


 


Article II


 


Retention
and Authority of Servicer


 


Section 2.01     Engagement;
Servicing Standard. (a) As of the Closing Date, the Issuer hereby engages the Servicer and Special Servicer, as the case may
be, to perform, and the Servicer or the Special Servicer, as the case may be, hereby agrees to perform, Servicing and Special Servicing,
as applicable, with respect to each of the Serviced Commercial Real Estate Loans for the benefit of the Relevant Parties in Interest
throughout the term of this Agreement, upon and subject to the terms, covenants and provisions hereof.


 


(b)            Each
of the Servicer and the Special Servicer shall diligently service and administer the Serviced Commercial Real Estate Loans and any related
REO Property it is obligated to service or special service, as the case may be, pursuant to this Agreement on behalf of the Issuer and
Trustee in the best interests of and for the benefit of the Relevant Parties in Interest (as a collective whole) (as determined by the
Servicer or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the Loan Documents. To the extent consistent with the foregoing, the Servicer and the Special Servicer shall service and
special service, as applicable, the Serviced Commercial Real Estate Loans:


 


(i)            in
accordance with the higher of the following standards of care:


 


(A)            with
the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers
comparable commercial real estate loans with similar Obligors and comparable REO Properties for other third party portfolios (giving due
consideration to the customary and usual standards of practice of prudent institutional commercial real estate loan servicers servicing
commercial real estate loans similar to the Commercial Real Estate Loans and REO Properties); and


 


(B)            with
the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers
comparable commercial real estate loans and REO properties owned by the Servicer or the Special Servicer, as the case may be;


 


and in either case, exercising reasonable
business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective Commercial
Real Estate Loan (and any related Participation Agreements);


 






    -26- 


     


    

 


(ii)            with
a view to the timely recovery of all payments of principal and interest, including Balloon Payments, under the applicable Commercial Real
Estate Loans or, in the case of a Specially Serviced Loan or an REO Property, the maximization of recovery on such Specially Serviced
Loan or REO Property to the Relevant Parties in Interest of principal and interest, on a present value basis; and


 


(iii)           without
regard to any potential conflict of interest arising from (A) any relationship, including as lender on any other debt, that the Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Obligors or any Affiliate thereof,
or any other party to this Agreement; (B) the ownership of any Note by the Servicer or the Special Servicer, as the case may be,
or any Affiliate thereof; (C) the right of the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to
receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; (D) the ownership,
servicing or management for others of any other commercial real estate loan or real property not subject to this Agreement by the Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof and (E) any obligation of the Special Servicer or any Affiliate
to repurchase any Commercial Real Estate Loan or pay an indemnity in respect thereof.


 


The servicing practices described
in the preceding sentence are herein referred to as the “Servicing Standard.”


 


(c)            Without
limiting the foregoing, subject to Section 3.16, (i) the Servicer shall be obligated to service and administer all Performing
Loans and (ii) the Special Servicer shall be obligated to service and administer (A) any Specially Serviced Loan, (B) with
respect to a Performing Loan, (1) any Other Borrower Request (other than waivers of late payment charges and default interest on
Performing Loans), (2) any Major Decision, (3) any Administrative Modification and (4) any Criteria-Based Modification
and (C) any REO Properties (other than an REO Property related to any Non-Serviced Commercial Real Estate Loan); provided,
that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required
hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as
if no Special Servicing Transfer Event had occurred and with respect to any REO Properties (and the related REO Loans) as if no acquisition
of such REO Properties had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to
comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Commercial
Real Estate Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.16.
The Special Servicer shall make the inspections, use its reasonable efforts to collect the statements and forward to the Servicer reports
in respect of the related Mortgaged Properties or REO Properties with respect to Specially Serviced Loans in accordance with, and to the
extent required by, Section 3.12. After notification to the Servicer, the Special Servicer may contact the related Obligor
of any Performing Loan if efforts by the Servicer to collect required financial information have been unsuccessful or any other issues
remain unresolved. Such contact shall be coordinated through and with the cooperation of the Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Servicer or the Special Servicer, as the case may be, of the collectability or
recoverability of payments on the Commercial Real Estate Loans or shall be construed to impair or adversely affect any rights or benefits
provided by this Agreement to the Servicer or the Special Servicer, as the case may be (including with respect to Servicing Fees, Special
Servicing Fees and, in the case of the Servicer, the right to be reimbursed for Servicing Advances and interest accrued thereon). Any
provision in this Agreement for any Servicing Advances by the Advancing Agent or the Servicer or any Servicing Expenses by the Servicer
or Special Servicer, is intended solely to provide liquidity for the benefit of Relevant Parties in Interest and not as credit support
or otherwise to impose on any such Person the risk of loss with respect to one or more of the Commercial Real Estate Loans. No provision
hereof shall be construed to impose liability on the Advancing Agent, the Servicer or the Special Servicer for the reason that any recovery
to the Issuer, the Noteholders, the Preferred Shareholders or any Companion Participation Holder in respect of a Commercial Real Estate
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 






    -27- 


     


    

 


Section 2.02     Sub-Servicing.
(a) The Servicer or Special Servicer, as the case may be, may delegate any of its obligations hereunder to a sub-servicer (so long
as such Person is a Qualified Servicer (as acknowledged by the sub-servicer in a certification to the Servicer or the Special Servicer,
as applicable)); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight
and supervision with regard to the performance of all subcontracted services and (i) any sub-servicing agreement shall be consistent
with and subject to the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on any Commercial Real Estate
Loan or grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer or the Special Servicer,
as the case may be. Neither the existence of any sub-servicing agreement nor any of the provisions of this Agreement relating to sub-servicing
shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such
sub-servicing agreement, the Servicer or Special Servicer, as the case may be, shall be obligated to the same extent and under the same
terms and conditions as if the Servicer or the Special Servicer, as the case may be, alone was servicing the related Commercial Real
Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as
the case may be, is sufficient to pay such fees. The Servicer and the Special Servicer shall be permitted to provide a copy of this Agreement,
the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as
applicable.


 


(b)            Each
sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the extent, required by applicable
law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified
to service investments comparable to the Serviced Commercial Real Estate Loans.


 


(c)            Any
sub-servicing agreement entered into by the Servicer or Special Servicer, as the case may be, with respect to any Serviced Commercial
Real Estate Loans shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may
be, (ii) the Trustee, if the Trustee has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer
or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer
if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause
and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee
be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special
Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets
of the Issuer.


 


Any sub-servicing agreement
and any other transactions or services relating to the Serviced Commercial Real Estate Loans involving a sub-servicer shall be deemed
to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party
thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any sub-servicer except as set forth in Section 2.01(c) and
Section 6.02.


 






    -28- 


     


    

 


The Trustee shall not be (a) liable
for any acts or omissions of any Servicer, (b) obligated to make any Servicing Advance, (c) responsible for expenses of the
Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer
or any successor special servicer to act as special servicer hereunder.


 


(d)            Notwithstanding
any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special
Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the
appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the
Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it
were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment
imposes no additional duty on any other party to this Agreement, any successor hereunder to the Servicer or the Special Servicer, as the
case may be.


 


(e)            Each
sub-servicing agreement entered into by the Servicer shall provide that the Collateral Manager with respect to a CLO Controlled Collateral
Interest (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
shall be entitled to terminate the rights and obligations of the sub-servicer under such sub-servicing agreement with respect to such
Collateral Interest, with or without cause, upon ten (10) Business Days’ notice to the Issuer, the Special Servicer, the Servicer,
the Collateral Manager, the Trustee and the Note Administrator, and replace such sub-servicer with a successor sub-servicer that is a
Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably
withheld, conditioned or delayed; provided that (a) all applicable costs and expenses (including, without limitation, cost
and expenses of the Servicer) of any such termination made by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation) shall be paid by the Collateral Manager (or, with respect to
a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) and (b) all applicable accrued
and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such sub-servicer are paid in full.


 


(f)             Unless
the Issuer and the Servicer agree otherwise, the Servicer shall not be required to pay a sub-servicing fee with respect to any Collateral
Interest or Companion Participation related to a Serviced Commercial Real Estate Loan in excess of 0.0025% per annum.


 


Section 2.03     Authority
of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer
or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have
full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing,
as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing
of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard).
Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized
and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing
Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver,
on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien of each Mortgage or other relevant Loan Documents on the related Mortgaged Property; (ii) any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each
of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment
and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or
Special Servicer, as the case may be, shall notify the Collateral Manager and any related Companion Participation Holder in writing in
the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in
clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by
either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney
evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such
documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer
or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.


 






    -29- 


     


    

 


(b)            Subject
to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer,
as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf
of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations
under this Agreement; provided, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking
any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs that the Servicer or the Special Servicer,
as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines
in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable
laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged
Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan Document, this
Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except
that the administrative processing of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be
subject to the Servicing Standard, and provided further an Administrative Modification or Criteria-Based Modifications shall not
be deemed to be a Major Decision or Other Borrower Request for purposes of determining Special Servicer’s duties under this Agreement).


 


(c)            Subject
to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive
right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision
shall be made in accordance with the Servicing Standard. Notwithstanding anything herein to the contrary, neither the Servicer nor the
Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject
of an Administrative Modification or a Criteria-Based Modification in accordance with the terms of the Loan Documents as modified by Administrative
Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in
accordance with the Servicing Standard.


 


(d)            The
Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct
the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management
Standard.


 


(e)            The
Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
shall have the right to consent to any decision that is a Major Decision hereunder.


 


Section 2.04     Certain
Calculations. (a) All net present value calculations and determinations made under this Agreement with respect to any Commercial
Real Estate Loan or REO Property shall be made using a discount rate (with respect to the selection of which the Special Servicer will
be required to consult, on a non-binding basis, with the Collateral Manager) appropriate for the type of cash flows being discounted;
namely (i) for principal and interest payments on the Commercial Real Estate Loan or sale of the Commercial Real Estate Loan if
it is a Defaulted Loan by the Special Servicer, the higher of (1) the rate determined by the Special Servicer, that approximates
the market rate that would be obtainable by the related Obligor on similar debt of such Obligor as of such date of determination and
(2) the interest rate on such Commercial Real Estate Loan based on its outstanding principal balance and (ii) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 






    -30- 


     


    

 


(b)            Allocations
of payments among Participations in a Participated Loan shall be made in accordance with the related Participation Agreement.


 


Article III


 


services
to be performed


 


Section 3.01     Servicing;
Special Servicing. (a) The Servicer hereby agrees to serve as the servicer with respect to each of the Serviced Commercial Real
Estate Loans and to perform servicing as described below and as otherwise provided herein, upon and subject to the terms of this Agreement.
Subject to any limitation of authority under Section 2.03, “Servicing” shall mean those services pertaining
to the Serviced Commercial Real Estate Loans which, applying the Servicing Standard, are required hereunder to be performed by the Servicer,
and which shall include:


 


(i)             reviewing
all documents in its possession or otherwise reasonably available to it pertaining to such Serviced Commercial Real Estate Loans, administering
and maintaining the Servicing Files, and inputting all necessary and appropriate information into the Servicer’s loan servicing
computer system all to the extent and when necessary to perform its obligations hereunder;


 


(ii)            preparing
and filing or recording all continuation statements and other documents or instruments necessary to cause the continuation of any UCC
financing statements filed with respect to the related Mortgaged Property and taking such other actions necessary to maintain the lien
of any Mortgage or other relevant Loan Documents on the related Mortgaged Property, but only to the extent such other actions are within
the control of the Servicer;


 


(iii)           in
accordance with and to the extent required by Section 3.05, monitoring each related Obligor’s maintenance of insurance
coverage on the related Mortgaged Property, as required by the related Loan Documents and causing to be maintained adequate insurance
coverage on the related Mortgaged Property in accordance with Section 3.05;


 


(iv)           in
accordance with and to the extent required by Section 3.02, monitoring the status of real estate taxes, assessments and other
similar items and verifying the payment of such items for the related Mortgaged Property;


 


(v)            preparing
and delivering all reports and information required to be prepared or delivered by the Servicer hereunder;


 


(vi)           performing
payment processing, record keeping, administration of escrow and other accounts, interest rate adjustment, and other routine customer
service functions;


 






    -31- 


     


    

 



 


(vii)             in
accordance with the Servicing Standard monitoring any casualty losses or condemnation proceedings and administering any proceeds related
thereto in accordance with the related Loan Documents; and


 


(viii)            notifying
the related Obligors of the appropriate place for communications and payments, and collecting and monitoring all payments made with respect
to the Serviced Commercial Real Estate Loans.


 


(b)       [Reserved]


 


(c)       The
Special Servicer hereby agrees to serve as the special servicer with respect to each Specially Serviced Loan and REO Loan as provided
herein in accordance with the Servicing Standard (“Special Servicing”).


 


(d)       The
Special Servicer shall be responsible for (i) administering Major Decisions and Other Borrower Requests (other than waivers of late
payment charges and default interest on Performing Loans) and (ii) processing Administrative Modifications and Criteria-Based Modifications
with respect to the Serviced Commercial Real Estate Loans as provided herein, and in each case the Special Servicer is authorized to perform
all administrative functions related thereto. The Special Servicer shall not be under any duty to make a determination with respect to
the Collateral Manager’s compliance with the conditions to exercise any Administrative Modification or Criteria-Based Modification.
The Special Servicer’s obligation with respect to Administrative Modifications and Criteria-Based Modifications shall only be to
administratively process such Administrative Modification or Criteria-Based Modification, and shall not be required to approve or seek
approval, consent or consultation from any Person or provide any analysis or recommendation with respect thereto.


 


(e)       The
Special Servicer shall be responsible for cooperating with the Collateral Manager to administer the purchase by the Issuer of any Delayed
Close Collateral Interest, Reinvestment Collateral Interest or Exchange Collateral Interest, as permitted pursuant to the Indenture, and
is authorized to perform all administrative functions related thereto.


 


(f)        In
the event the Issuer is no longer a Qualified REIT Subsidiary, but instead has received a No Trade or Business Opinion, the Servicer and
Special Servicer each acknowledge that the Issuer may deliver to the Servicer and the Special Servicer written restrictions relating to
the Issuer’s ability to acquire, dispose of or modify Commercial Real Estate Loans (and the related Transaction Participations),
as may be required to ensure that the Issuer is at no time treated as engaged in a trade or business in the United States. In this regard,
the Servicer and Special Servicer, as applicable, acknowledge that its actions on behalf of the Issuer under this Agreement shall be subject
to such written restrictions and that such restrictions will be incorporated into the Servicer’s and Special Servicer’s duties
under this Agreement.


 


(g)       With
respect to each Non-Serviced Commercial Real Estate Loan, the Servicer agrees to perform the following limited functions with respect
to the related Collateral Interest:


 


(i)                deposit
in the Collection Account all payments of interest, principal and all other amounts received by the Servicer with respect to such Collateral
Interest in accordance with Section 3.03 hereof;


 


(ii)               receive
and promptly provide any and all reports, budgets, material notices and related deliverables to which the holder of such Collateral Interest
is entitled and that the Servicer actually receives pursuant to the terms of the related Loan Documents to the Trustee, the Note Administrator,
the Collateral Manager and the Rating Agencies, in the same manner and form as, and to the extent that, any such reports, budgets, notices
and related deliverables are required to be provided hereunder with respect to the Serviced Commercial Real Estate Loans; and


 






    -32- 


     


    

 


(iii)              promptly
provide written notice to the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies upon the receipt of written
notice that there has been any termination or replacement of the then-current servicer or special servicer of such Non-Serviced Commercial
Real Estate Loan, or any material change with respect to the servicing agreement governing the servicing and administration of such Non-Serviced
Commercial Real Estate Loan.


 


(h)       With
respect to each Non-Serviced Commercial Real Estate Loan, the Special Servicer agrees to perform the following limited functions with
respect to the related Collateral Interest and such Non-Serviced Commercial Real Estate Loan:


 


(i)                enforce
all rights and remedies reserved for the holder of such Collateral Interest pursuant to the terms of the related Participation Agreement
and Loan Documents;


 


(ii)               exercise
all consent, consultation, voting and related rights reserved for the holder of such Collateral Interest pursuant to the terms of the
related Participation Agreement, in all such cases, in the best interests of the Issuer and Noteholders, in their respective capacities
as beneficial holders of such Collateral Interest except with respect to any request for future fundings from a Companion Participation
Holder or Criteria-Based Modifications or Administrative Modifications;


 


(iii)              receive,
review and promptly provide any and all reports, budgets, material notices and related deliverables to which the holder of such Collateral
Interest is entitled and the Special Servicer actually receives pursuant to the terms of the related Loan Documents to the Trustee, the
Collateral Manager, the Servicer, the Note Administrator and the Rating Agencies, in the same manner and form as, and to the extent that,
any reports, budgets, notices and related deliverables that are required to be provided hereunder with respect to the Serviced Commercial
Real Estate Loans; and


 


(iv)              promptly
provide written notice to the Trustee, the Collateral Manager, the Servicer, the Note Administrator and the Rating Agencies upon the receipt
of notice that there has been any termination or replacement of the then-current servicer or special servicer, or any material change
with respect to the servicing agreement governing the servicing and administration of such Non-Serviced Commercial Real Estate Loan.


 


(i)        With
respect to each Non-Serviced Commercial Real Estate Loan, the parties to this Agreement shall have no obligation or authority to (i) supervise
the respective parties to the servicing agreement governing the servicing and administration of such Non-Serviced Commercial Real Estate
Loan or (ii) make servicing advances with respect to such Non-Serviced Commercial Real Estate Loan. Any obligation of the Servicer
or Special Servicer, as applicable, to provide information and collections to the Trustee, the Note Administrator, the Issuer, the Collateral
Manager, the Noteholders or the Rating Agencies with respect to any Non-Serviced Commercial Real Estate Loan shall be dependent on its
receipt of the corresponding information and/or collections from the servicer or the special servicer under the servicing agreement governing
the servicing and administration of such Non-Serviced Commercial Real Estate Loan.


 






    -33- 


     


    

 


Section 3.02     Escrow
Accounts; Collection of Taxes, Assessments and Similar Items. (a) Subject to and as required by the terms of the related Loan
Documents, the Servicer shall establish and maintain one or more Eligible Accounts (each, an “Escrow Account”) into
which all Escrow Payments shall be deposited promptly after receipt and identification. Escrow Accounts shall be denominated “Trimont
Real Estate Advisors, LLC, as Servicer, on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the Holders
of the GPMT 2021-FL4 Notes, the other Secured Parties and the related Companion Participation Holders”. The Servicer shall notify
the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator and the Trustee in writing of the location and account
number of each Escrow Account it establishes and shall notify the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator
and the Trustee promptly after any change thereof. Except as provided herein (including without limitation, the withdrawals described
in the following sentence, which may be made without Issuer, Special Servicer or Collateral Manager (or, with respect to a Non-CLO Controlled
Collateral Interest, the holder of the related Controlling Companion Participation) consent), withdrawals of amounts from an Escrow Account
may be made only following notice to, and consent of, the Special Servicer subject to the consent and consultation provisions set forth
in Section 3.23. Subject to any express provisions to the contrary herein, to applicable laws, and to the terms of the related
Loan Documents governing the use of the Escrow Payments, withdrawals of amounts from an Escrow Account may only be made: (i) to
effect payment of taxes, assessments and insurance premiums; (ii) to effect payment of ground rents and other items required or
permitted to be paid from escrow; (iii) to refund to the related Obligors any sums determined to be in excess of the amounts required
to be deposited therein; (iv) to pay interest, if required under the Loan Documents, to the Obligors on balances in the Escrow Accounts;
(v) to pay to the Servicer from time to time any interest or investment income earned on funds deposited therein pursuant to Section 3.04;
(vi) to apply funds to the indebtedness of the Serviced Commercial Real Estate Loan in accordance with the terms thereof; (vii) to
reimburse the Servicer or the Special Servicer, the Collateral Manager or the Advancing Agent, as the case may be, for any Servicing
Advance or Servicing Expense, as the case may be, for which Escrow Payments should have been made by the Obligors, but only from amounts
received on the Serviced Commercial Real Estate Loan which represent late collections of Escrow Payments thereunder; (viii) to withdraw
any amount deposited in the Escrow Accounts which was not required to be deposited therein; or (ix) to clear and terminate the Escrow
Accounts at the termination of this Agreement.


 


(b)       The
Servicer shall maintain accurate records with respect to each Mortgaged Property securing a Serviced Commercial Real Estate Loan, reflecting
the status of taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums payable
with respect thereto as well as the payment of ground rents with respect to each ground lease (to the extent such information is reasonably
available). To the extent that the related Loan Documents require Escrow Payments to be made by an Obligor under a Serviced Commercial
Real Estate Loan, the Servicer shall use reasonable efforts to obtain, from time to time, all bills for the payment of such items, and
shall effect payment prior to the applicable penalty or termination date, employing for such purpose Escrow Payments paid by such Obligor
under a Serviced Commercial Real Estate Loan pursuant to the terms of the Loan Documents and deposited in the related Escrow Account by
the Servicer. To the extent that the Loan Documents do not require an Obligor under a Serviced Commercial Real Estate Loan to make Escrow
Payments (and no other loan secured by the Mortgaged Property requires escrows or reserves for such amounts), the Servicer shall use its
reasonable efforts to require that any tax, insurance or other payment referenced in the definition of Escrow Payment be made by such
Obligors prior to the applicable penalty or termination date (to the extent that the holder of the related Serviced Commercial Real Estate
Loan has the right to so require). Subject to Section 3.05 with respect to the payment of insurance premiums, if an Obligor
under a Serviced Commercial Real Estate Loan fails to make payment on a timely basis or collections from such Obligor are insufficient
to pay any such item when due and the holder of the related Serviced Commercial Real Estate Loan has the right to pay such premiums on
behalf of such Obligor pursuant to the terms of the related Loan Documents, the amount of any shortfall shall be paid by the Advancing
Agent, subject to Section 5.02, as a Servicing Advance.


 






    -34- 


     


    

 


Section 3.03     Collection
Account and Participated Loan Collection Account. (a) With respect to the Collateral Interests, the Servicer shall establish
and maintain an Eligible Account (the “Collection Account”) for the benefit of the Issuer for the purposes set forth
herein. The Collection Account shall be denominated “Trimont Real Estate Advisors, LLC, as Servicer, on behalf of Wilmington Trust,
National Association, as trustee, for the benefit of the Holders of the GPMT 2021-FL4 Notes and the other Secured Parties, Collection
Account.” The Servicer shall deposit into the Collection Account (1) within two (2) Business Days after receipt of properly
identified funds all payments and collections received by it on or after the date hereof with respect to the Collateral Interests (other
than Collateral Interests related to Participated Loans that are Serviced Commercial Real Estate Loans) and related REO Properties and,
to the extent provided in Section 3.03(c), the Companion Participations (other than, subject to Section 3.03(c),
such payments and collections that are required to be transferred to the servicer of the Companion Participation in accordance with the
related Participation Agreement), other than (x) Escrow Payments, (y) payments in the nature of Additional Servicing Compensation
or (z) scheduled payments of principal and interest due on or before the Closing Date and collected on or after the Closing Date,
which amounts described in this clause (z) shall be remitted to the Seller; and (2) amounts from the Participated Loan
Collection Account pursuant to Section 3.03(d)(vii)(A) of this Agreement. On the Closing Date, the Issuer shall transfer
the Initial Interest Reserve Deposit Amount to the Servicer for deposit into the Collection Account.


 


(b)       With
respect to the Collateral Interests, the Servicer shall make withdrawals from the Collection Account only as follows (the order set forth
below not constituting an order of priority for such withdrawals):


 


(i)             to
withdraw any amount deposited in the Collection Account which was not required to be deposited therein;


 


(ii)            pursuant
to Section 5.01, to pay itself unpaid Servicing Fees, if applicable, and any unpaid Additional Servicing Compensation on each
Remittance Date;


 


(iii)           pursuant
to Section 5.03(a), (b) and (c), to pay to the Special Servicer the Special Servicing Fee, Liquidation
Fee, Workout Fee and any unpaid Additional Special Servicing Compensation on each Remittance Date;


 


(iv)           (A) to
reimburse itself and the Advancing Agent, as applicable (in that order), for unreimbursed Servicing Advances, together with interest thereon
at the Advance Rate, the respective rights of each such Person to receive payment pursuant to this clause (A) with respect
to any Collateral Interest, Commercial Real Estate Loan, Mortgaged Property or REO Property being limited to, as applicable, related payments
by the applicable Obligor with respect to such Collateral Interest or Commercial Real Estate Loan and Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Proceeds of the Collateral Interest, Commercial Real Estate Loan, Mortgaged Property or REO Property
for which such Servicing Advance was made, and (B) to pay for any Servicing Expenses related to the Collateral Interests, Commercial
Real Estate Loans, Mortgaged Properties or REO Properties (provided that, with respect to any Collateral Interest or Commercial
Real Estate Loan, such Servicing Expenses shall be paid first from amounts collected on such Collateral Interest or Commercial Real Estate
Loan);


 


(v)            to
reimburse itself and the Advancing Agent, as applicable (in that order), for Nonrecoverable Servicing Advances, together with interest
thereon at the Advance Rate, first, out of REO Proceeds, Liquidation Proceeds and Insurance and Condemnation Proceeds received
on the related Collateral Interest or REO Property, then, out of the interest portion of general collections on the Collateral
Interests and REO Properties, then, to the extent the interest portion of general collections is insufficient and with respect
to such excess only, out of other collections on the Collateral Interests and REO Properties;


 






    -35- 


     


    

 


(vi)           [reserved;]


 


(vii)          to
pay to itself, as the case may be, from time to time any interest or investment income earned on funds deposited in the Collection Account
to the extent it is entitled thereto pursuant to Section 3.04;


 


(viii)         to
remit to the Seller any collections representing the Retained Interest;


 


(ix)           (A) on
the Remittance Date in December 2021, to remit to the Note Administrator for deposit into the Payment Account, the Initial Interest
Reserve Deposit Amount, net of all Servicing Fees, and (B) on each Remittance Date, to remit to the Note Administrator on each Remittance
Date, all amounts on deposit in the Collection Account (that represent good and available funds) as of the close of business on the related
Determination Date, net of any withdrawals from the Collection Account pursuant to this Section; and


 


(x)            to
clear and terminate the Collection Account upon the termination of this Agreement; and


 


(xi)           subject
to receipt by the Servicer of a request from the Collateral Manager satisfying the requirements set forth below in this clause (xi),
to remit to the Note Administrator by no later than five (5) Business Days after receipt by the Servicer of Principal Proceeds in
properly identified funds, for deposit into the Reinvestment Account, any such Principal Proceeds. The Collateral Manager shall provide
each such request to the Servicer at least ten (10) Business Days prior to the expected prepayment subject to such request. Any such
request referred to above (a) shall be delivered no more than once in each Due Period and only during the Reinvestment Period and
(b) shall specify the requested date of remittance and amount of the Principal Proceeds to be remitted. The Servicer shall not be
required to make any determination with respect to, or verification of, the delivery or sufficiency of any certification of the Collateral
Manager required by Section 11.1(a)(ii) of the Indenture.


 


(c)                    With
respect to each Participated Loan that is a Serviced Commercial Real Estate Loan, the Servicer shall establish and maintain an Eligible
Account (or a sub-account of an Eligible Account) (the “Participated Loan Collection Account”) for the benefit of the
Issuer for the purposes set forth herein. The Participated Loan Collection Account may be a sub-account of a single account, including
of the Collection Account. The Participated Loan Collection Account shall be denominated “Trimont Real Estate Advisors, LLC, as
Servicer, on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the GPMT 2021-FL4 Notes,
other Secured Parties and the Companion Participation Holders, Participated Loan Collection Account.” The Servicer shall deposit
in the Participated Loan Collection Account within two (2) Business Days after receipt of properly identified funds, all payments
and collections received by it with respect to the Participated Loans that are Serviced Commercial Real Estate Loans and any related REO
Property.


 


(d)                   With
respect to each Participated Loan that is a Serviced Commercial Real Estate Loan, the Servicer shall make withdrawals from the Participated
Loan Collection Account only as follows (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)             to
withdraw any amount deposited in the Participated Loan Collection Account which was not required to be deposited therein;


 


(ii)            pursuant
to Section 5.01, to pay itself unpaid Servicing Fees, if applicable, and any unpaid Additional Servicing Compensation on each
Remittance Date, but only to the extent earned on the Participated Loans that are Serviced Commercial Real Estate Loans or related REO
Property;


 






    -36- 


     


    

 


(iii)           pursuant
to Section 5.03(a), (b) and (c), to pay to the Special Servicer the Special Servicing Fee, Liquidation
Fee, Workout Fee and any unpaid Additional Special Servicing Compensation on each Remittance Date, but only to the extent earned on the
Participated Loans that are Serviced Commercial Real Estate Loans or related REO Property;


 


(iv)           (A) to
reimburse itself and the Advancing Agent, as applicable (in that order), for unreimbursed Servicing Advances, together with interest thereon
at the Advance Rate, the respective rights of each such Person to receive payment pursuant to this clause (iv) with respect
to any Participated Loans that are Serviced Commercial Real Estate Loans or related REO Property being limited to, as applicable, related
payments by the applicable Obligor with respect to the related Collateral Interest or Commercial Real Estate Loan and Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Proceeds of the Collateral Interest, Commercial Real Estate Loan, Mortgaged Property or REO Property
for which such Servicing Advance was made, and (B) to pay for any Servicing Expenses related to such Participated Loan, the related
Collateral Interests, Mortgaged Properties or REO Properties (provided that, with respect to any Collateral Interest or Participated
Loan, such Servicing Expenses shall be paid first from amounts collected on such Collateral Interest or Participated Loan);


 


(v)            to
reimburse itself and the Advancing Agent, as applicable (in that order), for Nonrecoverable Servicing Advances, together with interest
thereon at the Advance Rate, out of REO Proceeds, Liquidation Proceeds and Insurance and Condemnation Proceeds received on the related
Participated Loan;


 


(vi)           to
pay to itself, as the case may be, from time to time any interest or investment income earned on funds deposited in the Participated Loan
Collection Account to the extent it is entitled thereto pursuant to Section 3.04;


 


(vii)          (A) on
each Remittance Date, to remit to the Collection Account, all amounts on deposit in such Participated Loan Collection Account (that represent
good and available funds) as of the close of business on the related Determination Date that are allocable to the Participations owned
by the Issuer pursuant to the related Participation Agreement, net of any withdrawals from the Participated Loan Collection Account pursuant
to this Section 3.03(d) and (B) on each Remittance Date (or such later date as may be set forth in the related Participation
Agreement) after receipt thereof, to remit to each related Companion Participation Holder, all amounts on deposit in such Participated
Loan Collection Account (that represent good and available funds) as of the close of business on the related Determination Date that are
payable pursuant to the related Participation Agreement to such Companion Participation Holder (taking into account other amounts due
under such Participation Agreement, net of any withdrawals from the Participated Loan Collection Account pursuant to this Section 3.03(d));
and


 


(viii)         to
clear and terminate the Participated Loan Collection Account upon the termination of this Agreement; and


 


(ix)           subject
to receipt by the Servicer of a request from the Collateral Manager satisfying the requirements set forth below in this clause (ix),
to transfer to the Collection Account by no later than five (5) Business Days after receipt by the Servicer of Principal Proceeds
in properly identified funds, for deposit into the Reinvestment Account, any such Principal Proceeds. The Collateral Manager shall provide
each such request to the Servicer at least ten (10) Business Days prior to the expected prepayment subject to such request. Any such
request referred to above (a) shall be delivered no more than once in each Due Period and only during the Reinvestment Period and
(b) shall specify the requested date of remittance and amount of the Principal Proceeds to be remitted. The Servicer shall not be
required to make any determination with respect to, or verification of, the delivery or sufficiency of any certification of the Collateral
Manager required by Section 11.1(a)(ii) of the Indenture.


 






    -37- 


     


    

 


Section 3.04     Eligible
Investments.  The Servicer or the Special Servicer, as the case may be, may direct any depository
institution or trust company in which the Accounts are maintained to invest the funds held therein in one or more Eligible Investments;
provided, however, that (a) any amounts held in the Collection Account or the Participated Loan Collection Account
that are invested shall be (x) invested only in short-term Eligible Investments and (y) sold or have stated maturities no later
than two (2) Business Days prior to each Remittance Date, and (b) in all cases, such funds shall be either (i) immediately
available or (ii) available in accordance with a schedule which will permit the Servicer to meet its payment obligations hereunder.
The Servicer or the Special Servicer, as the case may be, shall be entitled to all income and gain realized from the investment of funds
deposited in the Accounts that the Servicer or the Special Servicer, as applicable, maintains as Additional Servicing Compensation or
Additional Special Servicing Compensation, as applicable. The Servicer or the Special Servicer, as the case may be, shall deposit from
its own funds in the applicable Account that the Servicer or the Special Servicer, as applicable, maintains the amount of any loss incurred
in respect of any such investment of funds immediately upon the realization of such loss; provided, that neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment of funds if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Account, so long as such
depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account in the month in
which the loss occurred and at the time such investment was made. Notwithstanding the foregoing, the Servicer or the Special Servicer,
as the case may be, shall not (other than in the case of sub-clause (2) below) direct the investment of funds held in
any Escrow Account and shall not retain the income and gain realized therefrom if the related Loan Documents or applicable law permit
the Obligor to be entitled to the income and gain realized from the investment of funds deposited therein. In such event, the Servicer
or the Special Servicer, as applicable, shall direct the depository institution or trust company in which such Escrow Accounts are maintained
to invest the funds held therein (1) in accordance with the Obligor’s written investment instructions, if the Loan Documents
or applicable law require such funds to be invested in accordance with the Obligor’s direction; and (2) in accordance with
the written investment instructions of the Servicer or the Special Servicer, as applicable, to invest such funds in a Eligible Investment,
if the Loan Documents and applicable law do not permit the related Obligor to direct the investment of such funds; provided, however,
that in either event (i) such funds shall be either (y) immediately available or (z) available in accordance with a schedule
which will permit the Servicer or the Special Servicer, as the case may be, to meet the payment obligations for which the Escrow Account
was established, (ii) the Servicer or the Special Servicer, as the case may be, shall have no liability for any loss in investments
of such funds that are invested pursuant to such written instructions, (iii) the Servicer or the Special Servicer, as the case may
be, will not be responsible for paying interest to any Obligor at a rate in excess of a reasonable and customary rate earned on similar
accounts and (iv) in the absence of written investment instructions, the Servicer may (without obligation) maintain the funds in
an interest-bearing Eligible Account.


 


Section 3.05     Maintenance
of Insurance Policies. (a) The Special Servicer (only with respect to Specially Serviced Loans and REO Properties) or the Servicer
(with respect to Performing Loans) shall use efforts consistent with the Servicing Standard to cause the related Obligor of each Serviced
Commercial Real Estate Loan to maintain for each such Serviced Commercial Real Estate Loan such insurance as is required to be maintained
pursuant to the related Loan Documents. If the related Obligor fails to maintain such insurance, the Servicer or the Special Servicer,
as applicable, shall notify the Issuer of such breach, and shall, to the extent available at commercially reasonable rates and that the
Issuer has an insurable interest, cause such insurance to be maintained. To the extent provided in the applicable Loan Documents, all
such policies shall contain standard mortgagee clauses (if applicable) with loss payable to the Servicer or the Special Servicer,
as applicable, on behalf of the Issuer, and shall be in an amount sufficient to avoid the application of any co-insurance clause. The
costs of maintaining the Insurance Policies which the Servicer or the Special Servicer, as the case may be, is required to maintain pursuant
to this Section shall be a Servicing Expense or, if the amount in the Collection Account or the Participated Loan Collection Account
is insufficient to pay such costs, such costs shall be paid by the Advancing Agent as a Servicing Advance.


 






    -38- 


     


    

 


(b)       The
Servicer or the Special Servicer, as the case may be, may fulfill its obligation to maintain insurance, as provided in Section 3.05(a),
through a master force placed insurance policy with a Qualified Insurer, the cost of which shall be a Servicing Expense or, if the amount
in the Collection Account or the Participated Loan Collection Account is insufficient to pay such costs, such costs shall be paid by the
Advancing Agent as a Servicing Advance; provided that such cost is limited to the incremental cost of such policy allocable to
such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not
such Mortgaged Property or REO Property is then covered thereby, which shall be paid by the Advancing Agent at the direction of the Servicer
or the Special Servicer, as the case may be). Such master force placed insurance policy may contain a deductible clause, in which case
the Advancing Agent, the Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.05(a), and there shall have
been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the related Account
from its own funds the amount not otherwise payable under the master force placed insurance policy because of such deductible to the extent
that such deductible exceeds the deductible limitation required under the related Loan Documents, or, in the absence of such deductible
limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect, or be covered
by, throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering losses that may
be sustained by the Servicer’s or the Special Servicer’s, as applicable, directors, officers and employees, in connection
with its activities under this Agreement. The form and amount of coverage shall be consistent with the Servicing Standard. Notwithstanding
the foregoing, with respect to Trimont Real Estate Advisors, LLC, if and for so long as it is acting as the Special Servicer, coverage
in the amount of $10,000,000 that otherwise meets the requirements described in this paragraph will be deemed acceptable. In the event
that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement
bond or policy. Any fidelity bond and errors and omissions insurance policy required under this Section 3.05(c) shall
be obtained from a Qualified Insurer. Notwithstanding the foregoing, so long as the unsecured obligations or deposits of the Servicer
or Special Servicer (or their respective corporate parent), as applicable, have been rated at least “A3” by Moody’s
and “A(low)” by DBRS Morningstar, the Servicer or the Special Servicer, as applicable, shall be entitled to provide self-insurance
directly or through its parent (so long as such parent is obligated to pay the related claims), as applicable, with respect to its obligation
to maintain a blanket fidelity bond and an errors and omissions insurance policy.


 


No provision of this Section requiring
such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or Special Servicer, as applicable, from
its duties and obligations as set forth in this Agreement. The Servicer and Special Servicer, as applicable, shall deliver or cause to
be delivered to the Trustee and the Note Administrator, upon request, a certificate of insurance from the surety and insurer certifying
that such insurance is in full force and effect.


 






    -39- 


     


    

 


Section 3.06     Delivery
and Possession of Servicing Files. On or before the applicable Servicing Transfer Date, the Issuer (or the Collateral Manager on
behalf of the Issuer) shall deliver or cause to be delivered to the Servicer (i) a Servicing File with respect to each Commercial
Real Estate Loan; (ii) the amounts, if any, received by the Issuer representing Escrow Payments previously made by the Obligors;
and (iii) if such Servicing Transfer Date is not the Closing Date, the related Subsequent Transfer Instrument including the related
amount of Retained Interest, if any. The Servicer shall promptly acknowledge receipt of the Servicing File and Escrow Payments and shall
promptly deposit such Escrow Payments in the Escrow Accounts established pursuant to this Agreement. The contents of each Servicing File
delivered to the Servicer are and shall be held in trust by the Servicer on behalf of the Issuer for the benefit of the Relevant Parties
in Interest. The Servicer’s possession of the contents of each Servicing File so delivered shall be for the sole purpose of servicing
the related Commercial Real Estate Loan and such possession by the Servicer shall be in a custodial capacity only. The Servicer shall
release its custody of the contents of any Servicing File only in accordance with written instructions from the Issuer (or the Collateral
Manager acting on behalf of the Issuer), and upon written request of the Issuer (or the Collateral Manager acting on behalf of the Issuer),
the Servicer shall deliver to the Issuer, or its nominee, the Servicing File or a copy of any document contained therein in accordance
with such written requests; provided, however, that if the Servicer is unable to perform its Servicing obligations with
respect to the related Commercial Real Estate Loan as a result of any such release or delivery of the Servicing File, then the Servicer
shall not be liable, while the related Servicing File is not in the Servicer’s possession, for any failure to perform any obligation
hereunder with respect to the related Commercial Real Estate Loan.


 


Section 3.07     Inspections;
Financial Statements. (a) With respect to each Performing Loan, the Servicer shall perform, or cause to be performed, a physical
inspection of the related Mortgaged Property (i) with respect to any related Commercial Real Estate Loan with a stated principal
balance greater than or equal to $2,000,000, at least once every twelve (12) months, and (ii) with respect to any related Commercial
Real Estate Loan with a stated principal balance less than $2,000,000, at least once every 24 months, in each case, beginning in 2022
(and each related Mortgaged Property shall be inspected on or prior to December 31, 2023), and, in addition, if at any time (A) the
Issuer (or the Collateral Manager acting on behalf of the Issuer) requests such an inspection, or (B) the Servicer, with the approval
of the Issuer (or the Collateral Manager acting on behalf of the Issuer), determines that it is prudent to conduct such an inspection.
The Servicer shall prepare a written report of each such inspection and shall promptly deliver a copy of such report to the Issuer, the
Special Servicer and the Collateral Manager. The reasonable out-of-pocket expenses incurred by the Servicer and a reasonable fee due
the Servicer in connection with any such inspections (including any out-of-pocket expenses related to travel and lodging and any charges
incurred through the use of a qualified third party to perform such services) shall be paid by the Advancing Agent as a Servicing Advance;
provided, however, that with respect to the annual inspection of any such Mortgaged Property, no additional fee shall be
due and such expenses shall be borne by the Servicer.


 


(b)       With
respect to a Specially Serviced Loan that is secured directly or indirectly by real property and with respect to REO Property related
to a Serviced Commercial Real Estate Loan, the Special Servicer shall perform a physical inspection of each such Mortgaged Property (i) as
soon as possible after a Special Servicing Transfer Event and thereafter at least annually, and, in addition (ii) if at any time
(x) the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests such an inspection, or (y) the Special Servicer,
determines that it is prudent to conduct such an inspection. The Special Servicer shall prepare a written report of each such inspection
and shall promptly deliver a copy of such report to the Issuer, the Servicer, and the Collateral Manager. The reasonable out-of-pocket
expenses incurred by the Special Servicer and a reasonable fee due the Special Servicer in connection with any such inspections (including
any out-of-pocket expenses related to travel and lodging and any charges incurred through the use of a qualified third party to perform
such services) shall be paid by the Advancing Agent as a Servicing Advance.


 






    -40- 


     


    

 


Section 3.08     Exercise
of Remedies upon Serviced Commercial Real Estate Loan Defaults. Upon the failure of any Obligor under a Serviced Commercial Real
Estate Loan to make any required payment of principal, interest or other amounts due under such Serviced Commercial Real Estate Loan,
or otherwise to perform fully any material obligations under any of the related Loan Documents, in either case within any applicable
grace period, the Servicer shall, upon discovery of such failure, promptly notify the Special Servicer, the Advancing Agent, the Collateral
Manager and the Issuer in writing. As directed in writing by the Issuer (or the Collateral Manager acting on behalf of the Issuer) in
each instance, the Special Servicer shall issue notices of default, declare events of default, declare due the entire outstanding principal
balance, and otherwise take all reasonable actions consistent with the Servicing Standard under the related Serviced Commercial Real
Estate Loan in preparation for the Special Servicer to realize upon the related Underlying Note.


 


Section 3.09     Enforcement
of Due-On-Sale Clauses; Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Subject to the terms of
Section 2.03(c) hereof, if any Serviced Commercial Real Estate Loan contains a provision in the nature of a “due-on-sale”
clause (including, without limitation, sales or transfers of related Mortgaged Properties or Pledged Equity (in full or part) or the
sale or transfer of direct or indirect interests in the related Obligor, its subsidiaries or its owners), which by its terms:


 


(i)        provides
that such Commercial Real Estate Loan will (or may at the lender’s option) become due and payable upon the sale or other transfer
of an interest in the related Mortgaged Property or ownership interests in the Obligor,


 


(ii)       provides
that such Commercial Real Estate Loan may not be assumed without the consent of the related lender in connection with any such sale or
other transfer, or


 


(iii)      provides
that such Commercial Real Estate Loan may be assumed or transferred without the consent of the lender, provided certain conditions
set forth in the Loan Documents are satisfied,


 


then, subject to the terms of Sections 3.09(d),
3.22 and Section 3.23 hereof, the Special Servicer on behalf of the Issuer shall take such action as directed by the
Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
pursuant to Section 2.03(c); provided that the Special Servicer shall not waive, without first satisfying the Rating
Agency Condition, any “due-on-sale” clause under any Commercial Real Estate Loan for which the related Collateral Interest
(A) represents 5% or more of the principal balance of all the Collateral Interests owned by the Issuer, (B) has a principal
balance of over $35,000,000 or (C) is one of the 10 largest Collateral Interests (based on principal balance) owned by the Issuer;
provided, further, that the Special Servicer shall not be required to enforce any such due-on-sale clauses and in connection
therewith shall not be required to (x) accelerate the payments thereon or (y) withhold its consent to such an assumption if
the Special Servicer determines, in accordance with the Servicing Standard (1) that such provision is not enforceable under applicable
law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the related Obligor or (2) that
granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related mortgage rate),
than would enforcement of such clause.


 






    -41- 


     


    

 


If, notwithstanding any directions
to the contrary from the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling
Companion Participation), the Special Servicer determines in accordance with the Servicing Standard that (A) granting such consent
would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described
in clause (iii) above relating to the assumption or transfer of the Commercial Real Estate Loan have been satisfied,
the Special Servicer is authorized to take or enter into an assumption agreement from or with the Person to whom the related Commercial
Real Estate Loan has been or is about to be conveyed, and to release the original Obligor from liability upon the Commercial Real Estate
Loan and substitute the new Obligor as obligor thereon, provided that the credit status of the prospective new Obligor is in compliance
with the Servicing Standard and criteria and the terms of the related Loan Documents. In connection with each such assumption or substitution
entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Servicer and the Collateral Manager
(or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation). The Special
Servicer shall notify the Co-Issuers, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder
of the related Controlling Companion Participation) and the Servicer that any such assumption or substitution agreement has been completed
by forwarding to the Custodian (with a copy to the Custodian, Collateral Manager (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation) and Servicer) the original copy of such agreement, which copies
shall be added to the related Collateral Interest File and shall, for all purposes, be considered a part of such Collateral Interest File
to the same extent as all other documents and instruments constituting a part thereof. To the extent not precluded by the Loan Documents,
the Special Servicer shall not approve an assumption or substitution without requiring the related Obligor to pay any fees owed to the
Rating Agencies associated with the approval of such assumption or substitution. However, in the event that the related Obligor is required
but fails to pay such fees, such fees shall be treated as a Servicing Expense. The Special Servicer shall provide copies of any waivers
of any due-on-sale clause to the 17g-5 Information Provider for posting on the 17g-5 Website.


 


(b)       Subject
to the terms of Section 2.03(c) hereof, if any Serviced Commercial Real Estate Loan contains a provision in the nature
of a “due-on-encumbrance” clause (including, without limitation, any mezzanine financing of the related Obligor or the related
Mortgaged Property), which by its terms:


 


(i)        provides
that such Commercial Real Estate Loan shall (or may at the lender’s option) become due and payable upon the creation of any lien
or other encumbrance on the related Mortgaged Property or Pledged Equity,


 


(ii)       requires
the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property or underlying
Real Property, or


 


(iii)      provides
that such Mortgaged Property or Pledged Equity may be further encumbered without the consent of the lender, provided certain conditions
set forth in the Loan Documents are satisfied,


 


then, subject to the terms of Sections 3.09(d),
3.22 and Section 3.23 hereof, the Special Servicer on behalf of the Issuer shall take such action as directed by the
Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
pursuant to Section 2.03(c); provided that, the Special Servicer shall not waive, without first satisfying the Rating
Agency Condition, any “due-on-encumbrance” clause (which the Special Servicer shall interpret, if the related Loan Documents
allow such interpretation, to include requests for approval of mezzanine financing or preferred equity) with regard to any Commercial
Real Estate Loan for which the related Collateral Interest (A) represents 2.0% or more of the principal balance of all the Collateral
Interests owned by the Issuer, (B) has a principal balance of over $20,000,000, (C) is one of the 10 largest Collateral Interests
(based on principal balance) owned by the Issuer, (D) has an aggregate loan-to-value ratio (including existing and proposed additional
debt) that is equal to or greater than 85%, or (E) has an aggregate debt service coverage ratio (including the debt service on the
existing and proposed additional debt) that is less than 1.2x to 1.0x; and (subject to the rights, if any, exercisable by the Trustee);
provided, further that, the Special Servicer shall not be required to enforce any such due-on-encumbrance clauses and in
connection therewith shall not be required to (x) accelerate the payments thereon or (y) withhold its consent to such encumbrance
if the Special Servicer determines, in accordance with the Servicing Standard (1) that such provision is not enforceable under applicable
law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the Obligor or (2) that granting
such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related interest rate), than
would enforcement of such clause.


 






    -42- 


     


    

 


If, notwithstanding any directions
to the contrary from the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling
Companion Participation), the Special Servicer determines in accordance with the Servicing Standard that (A) granting such consent
would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described
in clause (iii) above relating to the further encumbrance have been satisfied, the Special Servicer is authorized to
grant such consent. To the extent not precluded by the Loan Documents, the Special Servicer shall not approve an additional encumbrance
without requiring the related Obligor to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance.
However, in the event that the related Obligor is required but fails to pay such fees, such fees shall be reimbursable as a Servicing
Expense. The Special Servicer shall provide copies of any waivers of any due on encumbrance clause to the 17g-5 Information Provider for
posting on the 17g-5 Website.


 


(c)       Both
the Servicer (in the case of a Performing Loan) and the Special Servicer may communicate directly with the Obligors in connection with
any Other Borrower Request or Major Decision, or any Administrative Modification or Criteria-Based Modification. If the Servicer receives
any request for any assumption, transfer, further encumbrance or other action contemplated by this Section 3.09 with respect
to a Serviced Commercial Real Estate Loan that is not a Specially Serviced Loan, the Servicer shall forward such request to the Special
Servicer for analysis and processing and the Servicer shall have no further liability or duty with respect thereto. If the Special Servicer
receives any such request from an Obligor (or from the Servicer) other than in connection with an Administrative Modification or Criteria-Based
Modification, the Special Servicer shall analyze and process the request, subject to approval by the Collateral Manager (or, with respect
to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) with respect to any Major
Decision. Once the Special Servicer has approved the related Other Borrower Request or Major Decision and with respect to a Major Decision,
any other required approval has been obtained, the Special Servicer shall notify the Servicer of such recommendation and when the related
transaction closes the Special Servicer shall promptly provide the Servicer with the information necessary for the Servicer to update
its records to reflect the terms of the transaction.


 


(d)       In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall
not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall
contain any terms that are different from, any term of any Commercial Real Estate Loan, other than pursuant to Section 3.15
hereof.


 


Section 3.10     Appraisals;
Realization upon Defaulted Collateral Interests. (a) Following (i) any acquisition by the Special Servicer of an REO
Property on behalf of the Issuer for the benefit of the Relevant Parties in Interest, or (ii) an Appraisal Reduction Event, the
Special Servicer shall notify the Servicer thereof, and, upon delivery of such notice, the Special Servicer shall (x) promptly,
in the case of an acquisition of REO Property and (y) within sixty (60) days, in the case of an Appraisal Reduction Event, use
reasonable efforts to request an Updated Appraisal or a letter update for an existing Appraisal if such existing Appraisal is less
than two (2) years old, in order to determine the fair market value of such REO Property or Mortgaged Property, as applicable,
and shall notify the Issuer, the Servicer and the Collateral Manager of the results of such Appraisal. Any such Appraisal shall be
conducted by an Appraiser and the cost thereof shall be a Servicing Advance. The Special Servicer shall obtain a new Updated
Appraisal or a letter update every twelve (12) months thereafter for so long as such Commercial Real Estate Loan is subject to an
Appraisal Reduction Event or until the REO Property is sold, as applicable.


 






    -43- 


     


    

 


(b)       The
Special Servicer, in its capacity as special servicer, shall monitor each Specially Serviced Loan, evaluate whether the causes of the
default can be corrected over a reasonable period without significant impairment of the value of the Commercial Real Estate Loan and,
subject to the rights of the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related
Controlling Companion Participation) pursuant to Section 3.23 hereof, initiate corrective action in cooperation with the Obligor
if, in the Special Servicer’s judgment, cure is likely, and take such other actions (including without limitation, negotiating and
accepting a discounted payoff of a Commercial Real Estate Loan) as are consistent with the Servicing Standard. If, in the Special Servicer’s
judgment, such corrective action has been unsuccessful, no satisfactory arrangement can be made for collection of delinquent payments,
and the Specially Serviced Loan has not been released from the Issuer pursuant to any provision hereof, and except as otherwise specifically
provided in Section 3.09(a) and 3.09(b), the Special Servicer may, to the extent consistent with an Asset Status
Report and with the Servicing Standard and, subject to the rights of the Collateral Manager (or, with respect to a Non-CLO Controlled
Collateral Interest, the holder of the related Controlling Companion Participation) pursuant to Section 3.23 hereof, accelerate
such Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Commercial Real Estate Loan,
provided that the Special Servicer determines in accordance with the Servicing Standard that such acceleration and foreclosure
are more likely to produce a greater recovery to the Relevant Parties in Interest on a present value basis (discounting at the discount
rate) than would a waiver of such default or an extension or modification. The Special Servicer shall notify the Advancing Agent of the
need to advance the costs and expenses of any such proceedings. With respect to any Combined Loan, in lieu of exercising the rights of
the lender under the related Mortgage Loan to foreclose on the related Mortgaged Property, subject to the rights of the Collateral Manager
(or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) pursuant
to Section 3.23 hereof, the Special Servicer may determine, in accordance with the Servicing Standard, to exercising the rights
of the lender under the related Mezzanine Loan to foreclose on the equity in the Obligor under the related Mortgage Loan.


 


(c)       If
the Special Servicer elects to proceed with a non-judicial foreclosure or other similar proceeding related to personal property in accordance
with the laws of the state where a Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment
against the related Obligor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or other similar proceeding related to personal property or if the Special Servicer determines, in accordance with the Servicing
Standard, that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or
exposure of pursuing the deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to the Issuer
and the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion
Participation).


 


(d)       In
the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the related Commercial Real
Estate Loan shall be considered to be an REO Loan until such time as the Issuer’s interest in the related REO Property is sold and
the REO Loan shall be reduced only by collections net of expenses (which with respect to any Commercial Real Estate Loan, shall be allocated
in accordance with the related Participation Agreement). Consistent with the foregoing, for purposes of all calculations hereunder, so
long as such Commercial Real Estate Loan, as applicable, shall be considered to be an outstanding Commercial Real Estate Loan, as applicable:


 


(i)         it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Underlying Note shall have been discharged, such
Underlying Note and, for purposes of determining the stated principal balance thereof, the related amortization schedule in effect at
the time of any such acquisition of title shall remain in effect; and


 






    -44- 


     


    

 


(ii)       net
REO Proceeds received in any month shall be applied to amounts that would have been payable under the related Underlying Note(s) in
accordance with the terms of such Underlying Note(s). In the absence of such terms, net REO Proceeds shall be deemed to have been received
first, in reimbursement of Servicing Advances related to such Commercial Real Estate Loan; second, in payment of Special
Servicing Fees, Liquidation Fees and Workout Fees related to such Commercial Real Estate Loan; third, in payment of the unpaid
accrued interest on such Commercial Real Estate Loan; fourth, in payment of outstanding principal of such Commercial Real Estate
Loan; and thereafter, net proceeds received in any month shall be applied to the payment of installments of principal and accrued
interest deemed to be due and payable in accordance with the terms of such Underlying Note(s) or related Loan Documents, net of any
withholding taxes, and such amortization schedule until such principal has been paid in full and then to other amounts due under such
Commercial Real Estate Loan; provided that, with respect to any Participated Loan, REO Proceeds shall be allocated in accordance
with the related Participation Agreement.


 


(e)       Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Issuer, for the benefit of
the Relevant Parties in Interest, obtain title to any Mortgaged Property as a result of or in lieu of foreclosure or otherwise, obtain
title to any direct or indirect equity interest in any Obligor pledged pursuant to a pledge agreement and thereby be the beneficial owner
of the related Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise acquire possession of,
or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Issuer, would be considered to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Mortgaged
Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time
to time, or any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard, based
on an updated environmental assessment report prepared by an Independent environmental consultant who regularly conducts environmental
audits, that:


 


(i)        such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Issuer to take such actions as are necessary to bring such Mortgaged Property in
compliance therewith, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which
investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state
or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation
with an environmental consultant, it would be in the best economic interest of the Issuer to take such actions with respect to the affected
Mortgaged Property.


 


In the event that the environmental assessment
first obtained by the Special Servicer with respect to the Mortgaged Property indicates that such Mortgaged Property may not be in compliance
with applicable environmental laws or that hazardous materials may be present but does not definitively establish such fact, the Special
Servicer shall cause such further environmental tests to be conducted by an Independent environmental consultant who regularly conducts
such tests as the Special Servicer shall deem prudent to protect the interests of the Relevant Parties in Interest. Any such tests shall
be deemed part of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 






    -45- 


     


    

 


(f)        The
environmental assessment contemplated by Section 3.10(e) shall be prepared within three (3) months (or as soon thereafter
as practicable) of the determination that such assessment is required by an Independent environmental consultant who regularly conducts
environmental audits for purchasers of commercial property where the Commercial Real Estate Loan is located, as determined by the Special
Servicer in a manner consistent with the Servicing Standard. The Special Servicer shall request (with a copy to the Servicer) that the
Advancing Agent to advance the cost of preparation of such environmental assessments.


 


(g)       The
Special Servicer shall take such action with respect to a Mortgaged Property that is not in compliance with applicable environmental laws
as is directed by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling
Companion Participation); provided, however, that subject to the terms of Section 3.22 and Section 3.23
hereof and the Servicing Standard, if the Special Servicer determines pursuant to Section 3.10(e)(i) that any Mortgaged
Property is not in compliance with applicable environmental laws but that it is in the best economic interest of the Issuer to take such
actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii) that
the circumstances referred to therein relating to hazardous materials are present but that it is in the best economic interest of the
Issuer to take such action with respect to the containment, clean-up or remediation of hazardous materials affecting such Mortgaged Property
as is required by law or regulation, the Special Servicer shall take such action as it deems to be in the best economic interest of the
Issuer, but only if the Issuer (or the Note Administrator) has mailed notice to the Noteholders of such proposed action, which notice
shall be prepared by the Special Servicer, and only if the Issuer (or the Note Administrator) does not receive, within thirty (30) days
of such notification, instructions from the Noteholders entitled to a majority of the voting rights directing the Special Servicer not
to take such action. The Special Servicer may rely on any representation by the Issuer to the effect that the notices referred to in the
preceding sentence were sent to Noteholders and that instructions were not received from Noteholders entitled to a majority of the voting
rights directing the Special Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer reasonably determines
that it is likely that within such thirty (30)-day period irreparable environmental harm to such Mortgaged Property would result from
the presence of such hazardous materials and provides a prior written statement to the Issuer setting forth the basis for such determination,
then the Special Servicer may take such action to remedy such condition as may be consistent with the Servicing Standard. Neither the
Issuer nor the Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(g) at
the direction of the Noteholders or the related Companion Participation Holder, unless the Noteholders or such Companion Participation
Holder agree to indemnify the Issuer and the Special Servicer with respect to such action or inaction. The Special Servicer shall notify
the Advancing Agent of the need to advance the costs of any such compliance, containment, clean-up or remediation as a Servicing Advance.


 


(h)       The
Special Servicer shall notify the Servicer of any Mortgaged Property securing a Serviced Commercial Real Estate Loan which is abandoned
or foreclosed that requires reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any such Mortgaged Property which is abandoned or foreclosed, and the Servicer shall report
to the IRS and the related Obligor, in the manner required by applicable law, such information, and the Servicer shall report, via IRS
Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Servicer by the Special Servicer.
The Servicer shall deliver a copy of any such report to the Collateral Manager.


 


(i)        The
costs of any Updated Appraisal obtained pursuant to this Section 3.10 or obtained in connection with a Criteria-Based Modification
shall be paid by the Advancing Agent as a Servicing Advance.


 






    -46- 


     


    

 


Section 3.11     Annual
Statement as to Compliance. The Servicer and the Special Servicer (each a “Reporting Person”) shall each deliver
to the Issuer, the Note Administrator, the Trustee, the Collateral Manager and the 17g-5 Information Provider on or before April 30
of each year, beginning with April 30, 2022, an Officer’s Certificate stating, as to each signatory thereof, (i) that
a review of the activities of the Reporting Person during the preceding calendar year and of its performance under this Agreement has
been made under such Officer’s supervision, and (ii) that, to the best of such Officer’s knowledge, based on such review,
the Reporting Person has fulfilled all of its obligations under this Agreement in all material respects throughout such year or, if there
has been a default in the fulfillment of any such obligation, specifying each such default known to such officer, the nature and status
thereof and what action it proposes to take with respect thereto.


 


Section 3.12     Annual
Independent Public Accountants’ Servicing Report. (a) On or before April 30 of each year, beginning with
April 30, 2022, the Servicer and the Special Servicer, each at its own expense, shall cause a registered public accounting firm
(which may also render other services to the Servicer) that is a member of the American Institute of Certified Public Accountants to
furnish a report to the Issuer, the Note Administrator, the Trustee, the Collateral Manager and the 17g-5 Information Provider,
regarding the Servicer’s compliance during the prior calendar year with (a) the applicable servicing criteria in
Item 1122 of Regulation AB set forth on Exhibit B hereto or (b) the minimum servicing standards
identified in the Uniform Single Attestation Program for Mortgage Bankers.


 


Section 3.13     Title
and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property is acquired on
behalf of the Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from
bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability
company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer or (y) in such manner as is
required pursuant to the terms of any related Participation Agreement. The Special Servicer, on behalf of the Relevant Parties in
Interest, shall dispose of any REO Property as soon after acquiring it as is practicable and feasible in a manner consistent with
the Servicing Standard and as so advised by GPMT in accordance with the REIT Provisions. The Special Servicer shall manage,
conserve, protect and operate each REO Property for the Relevant Parties in Interest solely for the purpose of its prompt
disposition and sale.


 


(b)       The
Special Servicer shall have full power and authority, subject only to the Servicing Standard, the terms of Section 3.22 and
Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection
with any REO Property, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Relevant
Parties in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are
consistent with general market standards. The Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.


 


(c)       The
Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own
funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (a “REO
Account”), which shall be an Eligible Account and shall be entitled “Trimont Real Estate Advisors, LLC, as special servicer,
for the benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of GPMT 2021-FL4 Notes – REO
Account” to be held for the benefit of the Noteholders, the Preferred Shareholders and the related Companion Participation Holder.
The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in the
REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds
in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property and for other Servicing Advances with respect to such REO Property,
including:


 


(i)        all
insurance premiums due and payable in respect of any REO Property;


 






    -47- 


     


    

 


(ii)       all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon and all U.S. federal,
state and local income taxes payable by the owner of the REO Property; and


 


(iii)      all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable,
the payments of any ground rents in respect of such REO Property.


 


To the extent that such REO
Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above (other than income
taxes), the Special Servicer shall request the Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain
in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special
Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for
transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on
or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property
as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may
retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.


 


The Special Servicer shall be
entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder.
Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable.
The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent
Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent
Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer
of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO
Property in accordance with the Servicing Standard.


 


(d)       When
and as necessary, the Special Servicer shall send to the Servicer and the Issuer a statement prepared by the Special Servicer setting
forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the REO Property. To perform
its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of
the Issuer for the benefit of the Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed
to the Advancing Agent as a Servicing Advance.


 


(e)       The
parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed
by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as
 “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection
with the foregoing, and unless otherwise directed by GPMT (or any subsequent REIT), the Special Servicer shall not:


 


(i)        enter
into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real
Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 






    -48- 


     


    

 


(iii)      authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if
more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial
Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)      Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof
unless such Person is an Independent Contractor.


 


Section 3.14     Cash
Collateral Accounts. With respect to a Serviced Commercial Real Estate Loan, in the event that any related Loan Documents permit
or require the related Obligor to deliver additional or substitute collateral in the form of cash (“Cash Collateral”)
to the holder of such Serviced Commercial Real Estate Loan and such Obligor deposits such Cash Collateral with the Servicer, the Servicer
shall segregate and hold such Cash Collateral separate and apart from its own funds and general assets and shall establish and maintain
with respect to such Cash Collateral a segregated custodial account, which may be a sub-account of the Collection Account, to be held
for the benefit of the Relevant Parties in Interest (each, a “Cash Collateral Account”), each of which shall be an
Eligible Account or a sub-account of an Eligible Account and shall be entitled “Trimont Real Estate Advisors, LLC, as Servicer,
on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the GPMT 2021-FL4 Notes, other Secured
Parties and the related Companion Participation Holder - Cash Collateral Account” or such other name as may be required pursuant
to the terms of the related Loan Documents. The Servicer shall deposit or cause to be deposited any such Cash Collateral in the Cash
Collateral Account within two (2) Business Days after receipt of properly identified funds such Cash Collateral, and shall hold
and disburse such Cash Collateral in accordance with the terms of the related Loan Documents.


 


Section 3.15     Modification,
Waiver, Amendment and Consents. (a) Subject to Section 3.23(b), all (i) modifications, waivers (other than
waivers of late payment charges and default interest on Performing Loans, which will be processed by the Servicer) and consents with
respect to the Serviced Commercial Real Estate Loans shall be processed by the Special Servicer and (ii) Administrative
Modifications and Criteria-Based Modifications shall be administratively processed by the Special Servicer; provided that,
the right and obligation to approve future fundings under any Future Funding Companion Participation shall be held by the related
Companion Participation Holder. Both the Servicer and the Special Servicer may communicate directly with the Obligors in connection
with any Other Borrower Request or Major Decision in connection with a Performing Loan. If the Servicer receives any request for
such modification, waiver (other than waivers of late payment charges and default interest on Performing Loans) or consent with
respect to a Performing Loan, the Servicer shall forward such request to the Special Servicer for analysis (other than
Administrative Modifications and Criteria-Based Modifications) and processing and the Servicer shall have no further liability or
duty with respect thereto. Subject to the terms of Section 3.22 and Section 3.23 hereof and
Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any
modification, waiver or amendment of any term of, forgive or defer interest on and principal of, permit the release, addition or
substitution of collateral securing any such Commercial Real Estate Loan (but with respect to substitution of collateral securing
any Serviced Commercial Real Estate Loan, subject to satisfaction of the Rating Agency Condition), convert or exchange a Commercial
Real Estate Loan for any other type of consideration, and/or permit the release of the related Obligor on or any guarantor of any
such Commercial Real Estate Loan and/or permit any change in the management company or franchise with respect to any such Serviced
Commercial Real Estate Loan without the consent of the Co-Issuers, the Trustee, any Noteholder or any Companion Participation Holder
(in each case, other than any consent that is required pursuant to Section 3.22), subject, however, (other than with
respect to any Administrative Modification or Criteria-Based Modification), to each of the following limitations, conditions and
restrictions:


 


(i)        the
Special Servicer has determined that such modification, waiver or amendment is reasonably likely to produce a greater recovery to the
Relevant Parties in Interest on a present value basis than would liquidation, to the extent such calculation can be reasonably made with
respect and is relevant to such modification, waiver or amendment in the Special Servicer’s reasonable discretion;


 






    -49- 


     


    

 


(ii)       the
Special Servicer shall not permit any Obligor to add or substitute any collateral for an outstanding Commercial Real Estate Loan, which
collateral constitutes real property, unless the Special Servicer shall have first determined, in its reasonable and good faith judgment,
in accordance with the Servicing Standard, based upon a Phase I environmental assessment (and such additional environmental testing
as the Special Servicer deems necessary and appropriate) prepared by an Independent environmental consultant who regularly conducts environmental
assessments (and such additional environmental testing), at the expense of the related Obligor, that such new real property is in compliance
with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new
real property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment,
clean-up or remediation would be required under any then-applicable environmental laws and regulations;


 


(iii)      unless
a release or substitution is permissible under the related Loan Document without the consent or approval of the lender, the Special Servicer
shall not release or substitute any Mortgaged Property securing an outstanding Performing Loan except in the case of a release where (A) the
loss of the use of the Mortgaged Property to be released will not, in the Special Servicer’s good faith and reasonable judgment,
materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, (B) except
in the case of the release of non-material parcels, there is a corresponding principal paydown of the related Commercial Real Estate Loan
in an amount at least equal to the appraised value of the Mortgaged Property to be released and (C) the remaining Mortgaged Property
and any substitute mortgaged property is, in the Special Servicer’s good faith and reasonable judgment, adequate security for the
related Commercial Real Estate Loan; and


 


(iv)      the
Special Servicer shall not agree to any modification, waiver or amendment of any term of a Commercial Real Estate Loan relating to maturity
or contractual extension options unless, following such modification, waiver or amendment, the Weighted Average Life of the Collateral
Interests, assuming the exercise of all contractual extension options (if any) that are exercisable by the borrower under each Collateral
Interest, is less than or equal to the number of years (rounded to the nearest one hundredth thereof) during the period from such date
of determination to 5.5 years from the Closing Date;


 


provided that notwithstanding clauses (i) through
(iv) above, neither the Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy
or similar proceeding involving an Obligor if in its reasonable and good faith judgment such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar.


 


(b)       The
Special Servicer shall not have any liability to the Issuer, the Noteholders, any Companion Participation Holder or any other Person if
its analysis and determination that the modification, waiver, amendment or other action contemplated in Section 3.15(a) is
reasonably likely to produce a greater recovery to the Issuer, the Noteholders, the Preferred Shareholders and, if applicable, the related
Companion Participation Holder on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as
the analysis and determination were made on a reasonable basis in good faith and in accordance with the Servicing Standard by the Special
Servicer. Notwithstanding the foregoing, a net present value calculation may not be relevant to a particular modification, waiver, amendment
or other action contemplated under this Section 3.15(b) and the absence of such calculation shall not create or infer
any failure by the Special Servicer to meet the Servicing Standard or liability on the part of the Special Servicer.


 






    -50- 


     


    

 


(c)        The
Collateral Manager may, but shall not be required to, direct and require the Special Servicer to effect (and, upon such direction by the
Collateral Manager, the Special Servicer shall administratively process) any Administrative Modification or Criteria-Based Modification;
provided, however that a Criteria-Based Modification is only permissible if the Criteria-Based Modification Conditions are
satisfied immediately after giving effect to such Criteria-Based Modification, as determined by the Collateral Manager in accordance with
the Collateral Management Standard. No Administrative Modification or Criteria-Based Modification shall constitute a Major Decision or
be subject to consent and/or consultation rights under this Agreement.


 


(d)        Any
payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof (including, without limitation, calculating monthly distributions to Noteholders, Preferred Shareholders and Companion Participation
Holders), be added to the unpaid principal balance of the related Commercial Real Estate Loan, notwithstanding that the terms of such
Commercial Real Estate Loan or such modification, waiver or amendment so permit.


 


(e)        [Reserved].


 


(f)        All
material modifications, waivers and amendments of any Commercial Real Estate Loan entered into pursuant to this Section 3.15
shall be in writing.


 


(g)       The
Special Servicer shall notify the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Manager, the related Companion
Participation Holder and the 17g-5 Information Provider, in writing (and to the 17g-5 Information Provider by email, which email shall
contain the information in the form of an electronic document suitable for posting on the 17g-5 Information Provider’s Website),
of any modification, waiver, material consent or amendment of any term of any Commercial Real Estate Loan and the date thereof, and shall
deliver to the Custodian, on behalf of the Trustee for deposit in the related Collateral Interest File, an original counterpart of the
agreement relating to such modification, waiver, material consent or amendment, promptly (and in any event within ten (10) Business
Days) following the execution thereof.


 


(h)       The
Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by an Obligor for consent, modification,
waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the Loan Documents
evidencing or securing the related Commercial Real Estate Loan and is permitted by the terms of this Agreement and applicable law, (but
including for avoidance of doubt, administratively processing of Criteria-Based Modifications and Administrative Modifications) require
that such Obligor pay to it directly, to the extent consistent with applicable law and the Loan Documents, (i) a reasonable and customary
fee for the additional services performed in connection with such request, and (ii) any related costs and expenses incurred by it.


 


(i)        Any
modification, waiver (other than waivers of late payment charges and default interest on a Performing Loan) or amendment of or consents
or approvals relating to any Serviced Commercial Real Estate Loan shall be performed by the Special Servicer and not the Servicer.


 






    -51- 


     


    

 



 


(j)            The
Special Servicer shall provide notice of any Administrative Modification or Criteria-Based Modification to the 17g-5 Information Provider
by email, which email shall contain the information in the form of an electronic document suitable for posting on the 17g-5 Information
Provider’s Website.


 


(k)           If
the Collateral Manager determines that a Loan-Level Benchmark Transition Event has occurred with respect to any Serviced Commercial Real
Estate Loan, it shall (i) designate the Loan-Level Benchmark Replacement in accordance with the related Loan Documents, (ii) determine,
in its sole discretion, if any Loan-Level Benchmark Replacement Conforming Changes are necessary, (iii) direct the Special Servicer
to administratively process an Administrative Modification to administratively process any necessary Loan-Level Benchmark Replacement
Conforming Changes (for which the Special Servicer shall be entitled to Additional Special Servicing Compensation) and (iv) provide
written notice of such Loan-Level Benchmark Transition Event and the related Loan-Level Benchmark Replacement to the Special Servicer.
Upon receipt of written notice from the Collateral Manager to the Special Servicer of a Loan-Level Benchmark Transition Event and the
related Loan-Level Benchmark Replacement, the Special Servicer shall process administratively the Loan-Level Benchmark Replacement and
the Servicer shall, to the extent commercially reasonable, calculate the interest rate applicable to the related Serviced Commercial
Real Estate Loan. No Loan-Level Benchmark Replacement Conforming Change may be made to the extent it has a material adverse impact on
the Servicer or Special Servicer (as determined by each in its sole discretion). For the avoidance of doubt, any cost or expense of the
Servicer or the Special Servicer incurred in connection with any Loan-Level Benchmark Transition Event, Loan-Level Benchmark Replacement
or Loan-Level Benchmark Replacement Conforming Changes will be a servicing expense (which may be paid directly from amounts on deposit
in the Collection Account) if not paid by the related borrower. If the Servicer is not able to calculate the Loan-Level Benchmark
Replacement, then the Collateral Manager shall provide, on a monthly basis, to the Servicer, the rate determined using such Loan-Level
Benchmark Replacement. The Servicer shall have no (i) responsibility or liability for the selection of an alternative rate as a successor
or replacement benchmark to LIBOR and shall be entitled to rely upon any designation of such a rate by the Collateral Manager and (ii) liability
for any failure or delay in performing its duties under the Servicing Agreement as a result of the unavailability of a LIBOR rate as
described in the definition thereof in the Indenture. The Servicer shall be entitled to rely upon the notices provided by the Designated
Transaction Representative facilitating or specifying the Benchmark Replacement, Benchmark Replacement Date, Benchmark Replacement Conforming
Changes and such other administrative procedures with respect to the calculation of any Benchmark Replacement and entitled to rely upon
notices provided by the Special Servicer facilitating or specifying the Loan-Level Benchmark Replacement.]


 


(l)            Notwithstanding
the foregoing or any other provision herein, the Special Servicer may take any action with respect to any Commercial Real Estate Loan
requiring the consent, direction or approval of the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation), the Note Administrator or the Trustee at any other time without
such consent, direction or approval if the Special Servicer determines in accordance with the Servicing Standard, that such action is
required by the Servicing Standard in order to avoid a material adverse effect on the Relevant Parties in Interest or is in the nature
of an emergency.


 


(m)          In
connection with any servicing action where the related Obligor under a Serviced Commercial Real Estate Loan is required to obtain, or
is otherwise obtaining, an interest rate cap agreement (other than an interest rate cap agreement in effect as of the Closing Date),
the Special Servicer shall use efforts consistent with the Servicing Standard to cause the related Obligor to enter into such interest
rate cap agreement with a financial institution having a long term unsecured and unsubordinated debt rating of at least “A1”
by Moody’s (or “Aa3” so long as such financial institution has a short term unsecured debt obligation or commercial
paper rating of at least “P-1”).


 






    -52- 


     


    

 


(n)           With
respect to any modification or amendment of a Combined Loan, the related Mortgage Loan and Mezzanine Loan shall be treated as a single
loan, and the effect of any such modification or amendment shall apply equally to such Mortgage Loan and Mezzanine Loan.


 


(o)           With
respect to any Collateral Interest or Commercial Real Estate Loan, notwithstanding the terms of any related Loan Documents, if the related
Loan Documents require, as a condition precedent to taking any action, confirmation from a Rating Agency that such proposed action, or
failure to act or other specified event will not, in and of itself, result in the downgrade or withdrawal of the then-current rating
assigned to any Class of Notes then rated by such Rating Agency, or any similar requirement, then such action (other than in the
case of any Administrative Modification or Criteria-Based Modification), to the extent such condition has not already been waived by
the Special Servicer, may be taken if the Rating Agency Condition is satisfied with respect to such Rating Agency.


 


Section 3.16       Transfer
of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon the occurrence of a Special
Servicing Transfer Event with respect to any Serviced Commercial Real Estate Loan of which the Servicer has notice, the Servicer (or
the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant
to clause (vii) or (viii) under the definition thereof) shall promptly give notice thereof to the Special Servicer (or Servicer,
as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation
Holder and the Servicer shall deliver the related Servicing File to the Special Servicer and use its reasonable efforts to provide the
Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and
records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Commercial
Real Estate Loan in the Servicer’s possession and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder with respect thereto without acting through a sub-servicer. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the date such Serviced Commercial Real Estate Loan becomes a Specially Serviced
Loan and in any event shall continue to act as Servicer and administrator of such Serviced Commercial Real Estate Loan until the Special
Servicer has commenced the servicing of such Serviced Commercial Real Estate Loan, which shall occur upon the receipt by the Special
Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue
to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to
the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing
Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance
by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity
as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties
under this Agreement. With respect to each such Serviced Commercial Real Estate Loan, the Servicer shall instruct the related Obligor
to continue to remit all payments in respect of such Serviced Commercial Real Estate Loan to the Servicer. The Special Servicer shall
remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt
of properly identified funds. The Servicer shall forward any notices it would otherwise send to the related Obligor of a Specially Serviced
Loan to the Special Servicer who shall send such notice to the related Obligor.


 






    -53- 


     


    

 


(b)           Upon
determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall immediately give notice thereof to
the Servicer, the Issuer, the Collateral Manager, any related Companion Participation Holder and the Seller and shall return the Servicing
File to the Servicer, and upon delivery of such notice and returning the related Servicing File to the Servicer, such Commercial Real
Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer’s
obligation to service such Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer
such Commercial Real Estate Loan as a Performing Loan shall resume. The Special Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan.


 


(c)           In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any
documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion
in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide
to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related
Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(d)           Not
later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01
to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral
Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially
Serviced Loans and REO Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests
to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing
and/or in such electronic media as is acceptable to the Servicer.


 


(e)           Notwithstanding
the provisions of Section 3.16(f), the Servicer shall maintain ongoing payment records with respect to each of the Specially
Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer
to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required
by the Servicer to perform its duties under this Agreement.


 


(f)            Not
later than sixty (60) days after a Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan, the Special Servicer shall
deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled
Collateral Interest, a holder of the related Controlling Companion Participation), any related Companion Participation Holder, the Note
Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan.
Such Asset Status Report shall set forth the following information to the extent reasonably determinable.


 


(i)            the
date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer;


 


(ii)           a
summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor;


 


(iii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard,
that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for
the related Commercial Real Estate Loan and whether outside legal counsel has been retained;


 






    -54- 


     


    




 


(iv)          the
most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real
property, as applicable;


 


(v)           the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification
of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed
or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property);


 


(vi)          a
copy of the last obtained Appraisal of the Mortgaged Property;


 


(vii)         the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and
the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default;


 


(viii)        a
summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery
on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and


 


(ix)          such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to
a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) does not disapprove of such Asset
Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard
(taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Loan Documents. If
the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest,
a holder of the related Controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business
Day period, the Special Servicer will revise such Asset Status Report and deliver to the Issuer, the 17g-5 Information Provider, the
Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation),
the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20)
Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral
Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling
Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving
such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such
objection is not in the best interests of the Relevant Parties in Interest, in which case the Special Servicer, upon making such determination,
shall implement the recommended action outlined in the Asset Status Report.


 


The Special Servicer may, from
time to time, modify any Asset Status Report, including, without limitation, a Final Asset Status Report, it has previously delivered
and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this
Section, and in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect
to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) if (i) the estimated sales
proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the estimates, terms
or amounts on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings.


 






    -55- 


     


    




 


Notwithstanding the foregoing,
the Special Servicer may, following the occurrence of an extraordinary event with respect to the related Commercial Real Estate Loan,
take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has
determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests
of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf
of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation).
The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the Collateral
Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
may have.


 


The Special Servicer shall
have the authority to meet with the Obligor for any Specially Serviced Loan and take such actions consistent with the Servicing Standard
and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the
related Loan Documents.


 


No direction of the Issuer
(or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of
the related Controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate
the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially
expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.


 


Section 3.17       [Reserved].


 


Section 3.18       [Reserved].


 


Section 3.19       Repurchase
Requests. If the Servicer or the Special Servicer (i) receives a Repurchase Request, or such a Repurchase Request is forwarded
to the Servicer or Special Servicer by a party to the Indenture in accordance with Section 7.17 of the Indenture (the Servicer or
the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient”
with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase
Request, then the Repurchase Request Recipient shall deliver a notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the second Business Day following receipt) of such Repurchase Request or withdrawal
of a Repurchase Request (each, a “15Ga-1 Notice”) to the Issuer and the Seller, in each case within ten (10) Business
Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall include
(i) the identity of the related Collateral Interest, (ii) the date the Repurchase Request is received by the Repurchase Request
Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if
known by the Repurchase Request Recipient, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a
statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 






    -56- 


     


    

 


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney client privilege or attorney work product
doctrines. The Collateral Interest Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 3.19
is so provided only to assist the Seller and Issuer or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange
Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action
taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 3.19
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the Collateral Interest Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a 15Ga-1 Notice.


 


Section 3.20       Investor
Q&A Forum and Rating Agency Q&A Forum and Servicer Document Request Tool. Following receipt of an inquiry submitted to the
Investor Q&A Forum and forwarded by the Note Administrator to the Collateral Manager, the Servicer or the Special Servicer, as applicable
(based on whether such Inquiry falls within the scope of such party’s responsibilities hereunder), unless such party determines
not to answer such Inquiry as provided below, such party shall reply to the inquiry, which reply of the Collateral Manager, the Servicer
or the Special Servicer, as applicable, shall be delivered to the Note Administrator by electronic mail. If the Collateral Manager, the
Servicer or the Special Servicer determines, in its respective sole discretion, that (i) the Inquiry is not of a type described
in Section 10.13(a) of the Indenture, (ii) answering any Inquiry would not be in the best interests of the Issuer
or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Loan Documents or the Transaction
Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer, as applicable, (v) answering any Inquiry
would reasonably be expected to result in the waiver of an attorney-client privilege or the disclosure of attorney work product, or (vi) answering
any Inquiry is otherwise, not advisable, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator
of such determination.


 


Following receipt of an inquiry
submitted to the Rating Agency Q&A Forum and Servicer Document Request Tool, and forwarded by the 17g-5 Information Provider to the
Servicer or the Special Servicer, as applicable (based on whether such Inquiry falls within the scope of such party’s responsibilities
hereunder), unless such party determines not to answer such Inquiry as provided below, such party shall reply to the inquiry, which reply
of the Servicer, or the Special Servicer, as applicable, shall be delivered to the Note Administrator by electronic mail. If the Servicer
or the Special Servicer determines, in its respective sole discretion, that (i) answering the inquiry would be in violation of applicable
law, the Servicing Standard, the Indenture, this Agreement or the applicable Loan Documents, (ii) answering the inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (iii) answering
the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance
of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under the Indenture or this
Agreement, as applicable, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination.


 


Section 3.21       Duties
under Indenture; Miscellaneous. (a) Each of the Collateral Manager, the Servicer and the Special Servicer hereby acknowledge
that the terms of the Indenture reference certain duties and functions to be performed by each of them. Notwithstanding any provision
in the Indenture or herein to the contrary, the Servicer shall not be required to take any enforcement action with respect to the Commercial
Real Estate Loans. To the extent not inconsistent with the express terms of this Agreement, each of the Collateral Manager, the Servicer
and the Special Servicer hereby agree with respect to the Commercial Real Estate Loans to perform the duties referenced for them in the
Indenture, which performance shall benefit from the exculpatory and indemnification provisions hereunder.


 






    -57- 


     


    

 


(b)           The
Servicer (based on its own information and information received from the Special Servicer with respect to any Specially Serviced Loans
and REO Loans or from the servicer of a Non-Serviced Collateral Interests) shall promptly upon request forward to the Note Administrator
any information in its possession or reasonably available to it concerning the Collateral Interests to enable the Note Administrator
to prepare any report or perform any duty or function on its part to be performed under the terms of the Indenture.


 


(c)           The
Servicer or the Special Servicer shall return to the Custodian each Loan Document released from custody pursuant to Section 3.3(h)(iii) of
the Indenture when its need for such documents is finished (except such Loan Documents as are released in connection with a sale, exchange
or other disposition, in each case only as permitted under the Indenture, of the related Collateral Interest).


 


Section 3.22       [Reserved].


 


Section 3.23       Control
and Consultation. (a) The Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the
related Controlling Companion Participation) shall have the right to consent to any Major Decisions with respect to a Collateral Interest
and the related underlying Commercial Real Estate Loan, as the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation) may deem advisable or as to which provision is otherwise made
herein, consult with and direct the Servicer and the Special Servicer with respect to any other actions to be taken or not taken with
respect to such Collateral Interest and the related underlying Serviced Commercial Real Estate Loan that relates to the Servicing or
Special Servicing obligations under this Agreement, in each case subject to the Servicer’s or Special Servicer’s, as applicable,
compliance with the Servicing Standard, and direct the Special Servicer to (i) administratively process any Criteria-Based Modification
with respect to a Serviced Commercial Real Estate Loan for which the Criteria-Based Modification are satisfied, as determined by the
Collateral Manager in accordance with the Collateral Management Standard, and (ii) administratively process any Administrative Modification.
The evaluation of, administrative processing and entering into any Criteria-Based Modification or Administrative Modification shall not
be subject to the Servicing Standard.


 






    -58- 


     


    

 


(b)           Both
the Servicer (in the case of a Performing Loan) and the Special Servicer may communicate directly with the Obligors in connection with
any Major Decision or Other Borrower Request. If the Servicer receives any request for a Major Decision, Administrative Modification,
Criteria-Based Modification or Other Borrower Request (other than waivers of late payment charges and default interest on Performing
Loans) on the Serviced Commercial Real Estate Loans that are not Specially Serviced Loans, the Servicer shall promptly forward such request
to the Special Servicer for analysis (other than for Administrative Modifications or Criteria-Based Modifications) and processing and
the Servicer shall have no further liability or duty with respect thereto. The Special Servicer shall send the Collateral Manager (or,
with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) a copy of any
written request of an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance
that requires the making of a Major Decision within two (2) Business Days of receipt thereof. If the Collateral Manager receives
any request for a Major Decision on the Commercial Real Estate Loans, the Collateral Manager shall promptly, and in any event within
two (2) Business Days, forward such request to the Special Servicer for analysis and processing. If the Special Servicer receives
any such request from an Obligor (or from the Servicer or the Collateral Manager) (other than a request for an Administrative Modification
or Criteria-Based Modification) the Special Servicer shall analyze and process the request subject to the terms of this Section 3.23.
The Special Servicer (i) shall promptly upon its completion thereof send the Collateral Manager (or, with respect to a Non-CLO Controlled
Collateral Interest, the holder of the related Controlling Companion Participation) a copy of its written recommendation and analysis
of any proposed Major Decision, together with all information reasonably necessary to make an informed decision with respect thereto,
and (ii) shall obtain the consent of the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder
of the related Controlling Companion Participation) prior to making or refraining from making any Major Decision or providing or denying
any waiver or consent with regard to a Major Decision. If the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation) objects to such proposed Major Decision, it must object in writing
to the Special Servicer and propose an alternative course of action within ten (10) Business Days after receipt of the written recommendation
and analysis described above. In the event that the Special Servicer has requested consent for Major Decisions from the Collateral Manager
(or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) and the
Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation)
fails to object to the Special Servicer within such ten (10) Business Day period then the Special Servicer shall take such action
as it deems appropriate in accordance with the Servicing Standard. In the event that the Special Servicer determines that the Collateral
Manager’s (or, with respect to a Non-CLO Controlled Collateral Interest, the holder’s of the related Controlling Companion
Participation’s) alternative proposal is in accordance with the Servicing Standard, then the Special Servicer shall take such actions
as proposed by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling
Companion Participation). In the event that the Special Servicer determines that the Collateral Manager’s (or, with respect to
a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation’s) alternative proposal
is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest,
the holder of the related Controlling Companion Participation) fails to give notice of the actions to be taken within such ten (10) Business
Day period, then the Special Servicer shall not be bound the Collateral Manager’s (or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation’s) determination with respect to such action and shall
take such action or refrain from taking such action, as applicable, as the Special Servicer determines is in accordance with the Servicing
Standard. After a Major Decision or Other Borrower Request (other than waivers of late payment charges and default interest on Performing
Loans) is approved, the Special Servicer shall notify the Servicer of such approval and when the related transaction closes the Special
Servicer shall promptly provide the Servicer with the information necessary for the Servicer to update its records to reflect the terms
of the transaction.


 


(c)           [Reserved].


 


(d)           [Reserved].


 


(e)           Subject
to Sections 3.23(i) and 3.23(j), the Special Servicer shall recognize the consent and consultation rights of any Companion
Participation Holder in accordance with the applicable Participation Agreement.


 






    -59- 


     


    

 


(f)            Neither
the Collateral Manager nor, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion
Participation, shall owe any fiduciary duty to the Note Administrator, the Trustee, the Servicer, the Special Servicer or any Noteholder.
Neither Collateral Manager nor, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion
Participation, shall have any duty or liability to any Noteholder for any action taken, or for refraining from the taking of any action
or the giving of any consent or failure to give any consent in good faith pursuant to this Agreement or any such error in judgment. By
its acceptance of a Note, each Noteholder shall be deemed to have confirmed its agreement that (i) the Collateral Manager and, with
respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation, may take or refrain
from taking actions, or give or refrain from giving any consents or consult and make recommendations or refrain from consulting or making
recommendations with respect to the Commercial Real Estate Loans, that favor the interests of any Noteholder (or holder of a Companion
Participation, as applicable,) over any other Noteholder, (ii) the Collateral Manager or, with respect to a Non-CLO Controlled Collateral
Interest, the holder of the related Controlling Companion Participation, may have special relationships and interests that conflict with
the interests of any Noteholder, (iii) it shall take no action against the Collateral Manager or, with respect to a Non-CLO Controlled
Collateral Interest, the holder of the related Controlling Companion Participation or any of their respective officers, directors, employees,
principals or agents as a result of such special relationships or interests, and (iv) neither Collateral Manager nor, with respect
to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation, shall be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise
of its rights or obligations by reason of its having acted or refrained from acting, or having given any consent or having failed to
give any consent, solely in the interests of the Noteholders.


 


(g)           The
Note Administrator shall: (i) upon receipt of notice of any change in the Collateral Manager or upon request, provide the name of
the Collateral Manager to the Trustee, the Servicer and the Special Servicer and (ii) with respect to a Non-CLO Controlled Collateral
Interest, upon receipt of notice of any change in the holder of the related Controlling Companion Participation or upon request, provide
the name of such holder to the Trustee, the Collateral Manager, the Servicer and the Special Servicer.


 


(h)           [Reserved].


 


(i)            For
the avoidance of doubt, in the event the Servicer or the Special Servicer, as applicable, determines, in accordance with the Servicing
Standard (expect in connection with any Criteria-Based Modification or Administrative Modification), that any direction or refusal to
consent by the Collateral Manager, any Companion Participation Holder, the Trustee or the Controlling Class, or any advice from the Collateral
Manager, any Companion Participation Holder or the Trustee, would cause the Servicer or the Special Servicer, as applicable, to violate
applicable law, the terms of the applicable Loan Documents, or the terms of this Agreement, including without limitation, the Servicing
Standard, the Servicer or the Special Servicer, as applicable, shall disregard such direction or refusal to consent or advice, as the
case may be, and notify the Collateral Manager, such Companion Participation Holder, the Trustee or the Controlling Class of its
determination, along with a reasonably detailed explanation of the basis therefor.


 


(j)            To
the extent that the Collateral Manager or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling
Companion Participation has the right hereunder to give its consent or make a decision with respect to any servicing matter, in the event
that the Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that immediate action
is necessary to protect the interests of the Issuer, the Servicer or the Special Servicer, as applicable, may take such action without
waiting for the Collateral Manager’s or, with respect to a Non-CLO Controlled Collateral Interest, the holder’s of the related
Controlling Companion Participation response.


 


Section 3.24       [Reserved].


 






    -60- 


     


    

 


Section 3.25       Certain
Matters Related to the Participated Loans. (a) Allocation of Servicing Advances, Servicing Expenses, and Indemnification
Amounts. Any Servicing Advance, Servicing Expense or indemnification amount with respect to a Participated Loan shall be reimbursed,
subject to the related Participation Agreement, on a pro rata and pari passu basis (based on the outstanding principal
balance thereof) from amounts allocable to each related Participation. To the extent that the Issuer bears more than its allocable share
of Servicing Advances, Servicing Expenses or indemnification amounts with respect to any Participated Loan, the Servicer shall (i) promptly
notify the related Companion Participation Holder and (ii) use commercially reasonable efforts in accordance with the Servicing
Standard to exercise on behalf of the Issuer any rights under the related Participation Agreement to obtain reimbursement from the related
Companion Participation Holder for the portion of such amount allocable to such holder’s Companion Participation. Notwithstanding
the foregoing, any Servicing Advance, Servicing Expense or indemnification amount that the Servicer or the Special Servicer determines
in its reasonable judgment to only relate to the Transaction Participation and not to any related Companion Participation, shall not
be allocated to such Companion Participation.


 


(b)           Participation
Holder Register. With respect to each Companion Participation related to a Serviced Commercial Real Estate Loan, the Servicer shall
maintain the register of participants in accordance with the terms of each related Participation Agreement (each, a “Participation
Holder Register”). The Servicer shall record on the applicable Participation Holder Register the names and contact information
(including addresses, email addresses and telephone numbers) of the holders of the related Participations, the outstanding balances and/or
Future Funding Amounts held by such holders and the wire transfer instructions for such holders, to the extent such information is provided
in writing to the Servicer by the applicable holder in accordance with the related Participation Agreement. The initial Participation
Holder Register is set forth on Exhibit E attached hereto. The Servicer shall update each Participation Holder Register upon
any transfer or reallocation in accordance with the terms of the related Participation Agreement or upon written notice from any holder
of record on the Participation Holder Register with any change applicable to such holder (including name, contact information and wire
transfer instructions). Each related Companion Participation Holder has agreed to inform the Servicer of its name, address, taxpayer
identification number and wiring instructions (to the extent the foregoing information is not already contained in the related Participation
Agreement) and of any transfer thereof (together with any instruments of transfer). Each related Companion Participation Holder is required
pursuant to the terms of the related Participation Agreement to inform the Servicer of any future funding with respect to its Future
Funding Companion Participation on the date such advance is made. Promptly upon receipt of notice from the Special Servicer of a reallocation
in accordance with the related Participation Agreement, the Servicer shall reflect any such increase on the Participation Holder Register
and shall provide a copy of such updated register to the Issuer, the Collateral Manager and the related Companion Participation Holder.


 


In no event shall the Servicer
be obligated to pay any party the amounts payable to a Companion Participation Holder hereunder other than the Person listed as the applicable
Companion Participation Holder on the applicable Participation Holder Register. In the event that a Companion Participation Holder transfers
its Companion Participation without notice to the Servicer, the Servicer shall have no liability whatsoever for any misdirected payment
on such Companion Participation and shall have no obligation to recover and redirect such payment.


 


Each Participation Holder Register
shall be made available by the Servicer to the Note Administrator, the Trustee, the Seller and any related Companion Participation Holder
upon request by any such Person. The Servicer shall promptly provide the names and addresses of any Companion Participation Holder to
any party hereto, any related Companion Participation Holder or any successor thereto upon written request, and any such party or successor
may, without further investigation, conclusively rely upon such information. The Servicer shall have no liability to any Person for the
provision of any such names and addresses.


 


(c)           Payments
to Companion Participation Holders. With respect to each Companion Participation related to a Serviced Commercial Real Estate Loan,
any amounts payable to the related Companion Participation Holder shall be transferred to the servicer of the Companion Participation
(as specified in a written notice from Companion Participation Holder to the Servicer) in accordance with the related Participation Agreement
within two (2) Business Days after receipt of properly identified funds.


 






    -61- 


     


    




 


(d)           The
Special Servicer (with respect to any Specially Serviced Loan or REO Loan and with respect to matters it is processing with respect to
any Performing Loan) or the Servicer (with respect to any Performing Loan other than matters being processed by the Special Servicer),
as applicable, shall take all actions relating to the servicing and/or administration of, the preparation and delivery of reports and
other information with respect to, the Participated Loan or any related REO Property required to be performed by the Issuer (as holder
of a Transaction Participation) or contemplated to be performed by a servicer, in any case pursuant to and as contemplated by the related
Participation Agreement and/or any related mezzanine intercreditor agreement. In addition, notwithstanding anything herein to the contrary,
the following considerations shall apply with respect to the servicing of a Participated Loan that is a Serviced Commercial Real Estate
Loan:


 


(i)            none
of the Servicer, the Special Servicer, the Collateral Manager, the Trustee, the Note Administrator or the Advancing Agent shall make
any Interest Advance with respect to any Companion Participation; and


 


(ii)           the
Servicer and the Special Servicer (other than in the case of any Administrative Modification or a Criteria-Based Modification) shall
each consult with and obtain the consent of the related Companion Participation Holder to the extent required by the related Participation
Agreement.


 


The Special Servicer (with
respect to any Specially Serviced Loan or REO Loan and with respect to matters it is processing with respect to any Performing Loan)
or the Servicer (with respect to any Performing Loan other than matters being processed by the Special Servicer), as applicable, shall
timely provide to each applicable Companion Participation Holder any reports or notices required to be delivered to such Companion Participation
Holder pursuant to the related Participation Agreement, and the Special Servicer shall cooperate with the Servicer in preparing/delivering
any such report or notice with respect to special servicing matters.


 


The parties hereto recognize
and acknowledge the respective rights of each Companion Participation Holder under the related Participation Agreement.


 


Any reference to servicing
any of the Participated Loans in accordance with any of the related Loan Documents shall also mean in accordance with the related Participation
Agreement.


 


(e)           Notwithstanding
anything herein to the contrary, with respect to any Participated Loan, the Companion Participation Holder shall be entitled to exercise
any of its rights to the extent expressly set forth in the applicable Participation Agreement, in accordance with the terms of such Participation
Agreement and this Agreement.


 


(f)            [Reserved].


 


(g)           Notices,
Reports and Information. With respect to each Participated Loan that is a Serviced Commercial Real Estate Loan, the Servicer or the
Special Servicer, as applicable, shall provide each related Companion Participation Holder (or its designee or representative), any reports,
notices or information required to be delivered to such Companion Participation Holder pursuant to the related Participation Agreement
and otherwise provided by the Servicer or the Special Servicer, as applicable, hereunder within the same time frame and to the same extent
it is required to provide such reports, notices or information and materials to the Note Administrator or the Collateral Manager, as
applicable, hereunder.


 






    -62- 


     


    




 


With respect to any certificates
issued pursuant to Section 15 of a Participation Agreement, the Issuer shall issue such certificates.


 


Section 3.26       Ongoing
Future Advance Estimates.


 


(a)           Pursuant
to the Indenture, the Note Administrator and the Trustee, on behalf of the Noteholders and the Holders of the Preferred Shares, will
be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant
to which the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of
the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation
Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding
Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding
Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not
withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Collateral
Manager on its behalf, to direct the use of funds on deposit in the Collateral Interest Controlled Reserve Account pursuant to the terms
of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that the Seller is
depositing or causing to be deposited all amounts into the Collateral Interest Controlled Reserve Account that are required to be deposited
therein pursuant to the Future Funding Agreement.


 


(b)           Pursuant
to the Future Funding Agreement, on the Closing Date, the Future Funding Indemnitor shall deliver to the Special Servicer, the Servicer,
the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor
that the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter,
for so long as any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and
any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or,
if such day is not a Business Day, the next succeeding Business Day) of the calendar-month preceding the beginning of each calendar quarter,
the Future Funding Indemnitor shall deliver (which may be by email) to the Special Servicer, the Servicer, the Note Administrator and
the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that the Future Funding
Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the
controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.


 






    -63- 


     


    

 


(c)           Pursuant
to the Future Funding Agreement, for so long as any Future Funding Companion Participation is held by the Seller or an Affiliated Future
Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion
Participations, except as otherwise provided in clause (e) below, by (x) no earlier than thirty-five (35) days
prior to, and (y) no later than the fifth (5th) day of, the calendar-month preceding the beginning of each calendar quarter, the
Seller is required to deliver to the Servicer, the Special Servicer, the Note Administrator and the Future Funding Indemnitor (i) a
Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and
other information (including any relevant calculations) as is reasonably necessary for the Special Servicer to perform its obligations
described below. The Special Servicer shall, within ten (10) days after receipt of such Two Quarter Future Advance Estimate and
supporting documentation from the Seller, (A) review the Seller’s Two Quarter Future Advance Estimate and such supporting
documentation and other information provided by the Seller in connection therewith, (B) consult with the Seller with respect thereto
and make such inquiry, and request such additional information (and the Seller shall promptly respond to each such request for consultation,
inquiry or request for information), in each case as is commercially reasonable for the Special Servicer to perform its obligations described
in the following subclause (C), and (C) by written notice to the Note Administrator, Seller, the 17g-5 Information Provider
and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has
come to the attention of the Special Servicer in the documentation provided by the Seller that in the reasonable opinion of the Special
Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than the Seller’s Two
Quarter Future Advance Estimate for such period and shall state that the Seller’s Two Quarter Future Advance Estimate for such
period shall control or (2) deliver its own Two Quarter Future Advance Estimate for such period. If the Special Servicer’s
Two Quarter Future Advance Estimate is at least 25% higher than the Seller’s Two Quarter Future Advance Estimate for any period,
then the Special Servicer’s Two Quarter Future Advance Estimate for such period shall control; otherwise, the Seller’s Two
Quarter Future Advance Estimate for such period shall control.


 


(d)           The
Seller shall provide the Special Servicer with the current operating budget for the Mortgaged Property securing each Participated Loan
within 30 days following the Closing Date, and shall provide the Special Servicer with copies of any updates to such budgets, and shall
provide the Special Servicer with any other documentation and information reasonably requested by the Special Servicer with respect to
a Future Funding Companion Participation from time to time.


 


The Special Servicer may conclusively
rely on any and all documents and information provided to the Special Servicer with respect to any Future Funding Companion Participation,
including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional
information provided by the Seller pursuant to this Section 3.26, without any further investigation or inquiry obligation
(except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform
its obligations under subclause (C) of clause (c) above). The Special Servicer shall not, under any
circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than the Seller (including,
any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts
provided by the Seller, or (z) request information not reasonably available to Seller.


 


(e)           No
Two Quarter Future Advance Estimate shall be required to be made by the Seller or the Special Servicer for a calendar quarter if, by
the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter, the Future Funding Indemnitor delivers (which
may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator and the 17g-5 Information Provider
a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor
has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same
exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Affiliated
Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding
Companion Participations held by Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity,
any Two Quarter Future Advance Estimates, or any notices described in clauses (b) and (c) above shall be emailed
by the provider thereof to the Note Administrator at trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com or
such other email address as provided by the Note Administrator.


 






    -64- 


     


    

 


(f)            Notwithstanding
the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Special
Servicer pursuant to this Section 3.26, shall be provided to the Special Servicer electronically by email addressed to servicernotice@trimontrea.com,                       
CMBSServicing@trimontrea.com                        and legaldepartment@trimontrea.com with a subject reference to “GPMT 2021-FL4” (or similar reference).
Further, any budgets, calculations or other numeric information delivered to the Special Servicer shall be delivered in Microsoft Excel
format or in a format as the parties may agree upon from time to time.


 


Article IV


 


statements
and reports


 


Section 4.01       Reporting
by the Servicer, the Special Servicer. (a) On or before 2:00 p.m., one (1) Business Day before the Remittance Date,
the Servicer shall deliver to the Issuer and the Note Administrator the CREFC® Loan Periodic Update File with respect
to the Commercial Real Estate Loans.


 


(b)           The
Servicer will provide the Issuer and the Collateral Manager with on-line telephone access to all information with respect to the Commercial
Real Estate Loans, subject to such reasonable policies, procedures and limitations as the parties may agree upon from time to time.


 


(c)           Each
year, beginning in the calendar year of this Agreement, to the extent the Servicer has the information necessary to prepare such reports
and returns, the Servicer shall prepare and file the reports of foreclosures and abandonments of any Mortgaged Property securing a Serviced
Commercial Real Estate Loan and the annual information returns with respect to each Obligor’s debt service payments under the Serviced
Commercial Real Estate Loans as required by Sections 6050J and 6050H, respectively, of the Code.


 


(d)           One
(1) Business Day after each Determination Date, the Special Servicer shall provide the Servicer with (i) the CREFC®
Special Servicer Loan File and any CREFC® Investor Reporting Package reports customarily prepared by the Special Servicer and
(ii) such additional information relating to the Specially Serviced Loans and REO Loans as the Servicer reasonably requests to enable
it to perform its duties under this Agreement. On or before 2:00 p.m. on the Remittance Date, the Servicer shall make available
such CREFC® Special Servicer Loan File and such other reports prepared by the Special Servicer, together with the reports
and files in the CREFC® Investor Reporting Package (other than the CREFC® Comparative Financial Status
Report, CREFC® NOI Adjustment Worksheet and CREFC® Operating Statement Analysis Report) customarily prepared
by the Servicer, to the Note Administrator and the Servicer will make the CREFC® Investor Reporting Package reports prepared
by the Servicer and the Special Servicer available to any related Companion Participation Holder (if the related Participated Loan is
a Serviced Commercial Real Estate Loan) on the Payment Date. The Note Administrator shall complete the CREFC® Investor
Reporting Package and, to the extent such items have been delivered to the Note Administrator by the Servicer, make the CREFC®
Investor Reporting Package (and any underlying operating statements and rent rolls) available to Noteholders pursuant to Section 10.12(a) of
the Indenture.


 






    -65- 


     


    

 


(e)           Commencing
with respect to the calendar year ending December 31, 2022 (as to annual information) and the calendar quarter ending on March 31,
2022 (as to quarterly information), the Servicer, in the case of any Performing Loan, and the Special Servicer, in the case of any Specially
Serviced Loan or REO Property, shall (i) make reasonable efforts to collect promptly from the related Obligor quarterly and annual
operating statements and rent rolls of the related real property, financial statements of such Obligor and any other documents or reports
required to be delivered under the terms of the related Loan Documents, if delivery of such items is required pursuant to the terms of
the related Loan Documents and (ii) promptly (A) review and analyze such items as may be collected; (B) prepare or update,
on a quarterly and annual basis, CREFC® NOI Adjustment Worksheets, CREFC® Operating Statement Analysis
Reports and CREFC® Comparative Financial Status Reports based on such analysis; and (C) in the case of the Special
Servicer, deliver copies of such prepared written reports and collected operating statements and rent rolls to the Servicer. The Servicer,
with respect to each Performing Loan (and with respect to Specially Serviced Loans and REO Properties, if the Special Servicer has delivered
the related CREFC® Operating Statement Analysis Report, CREFC® NOI Adjustment Worksheet, CREFC®
Comparative Financial Status Reports and operating statements to the Servicer), shall deliver or make available copies (in electronic
format) of each CREFC® Operating Statement Analysis Report, CREFC® NOI Adjustment Worksheet, CREFC®
Comparative Financial Status Reports and, upon request, the related operating statements (in each case, promptly following the
initial preparation and each material revision thereof) to the Note Administrator.


 


(f)            Unless
otherwise specifically stated herein, if the Servicer is required to deliver any statement, report or information under any provisions
of this Agreement, the Servicer may satisfy such obligation by (i) physically delivering a paper copy of such statement, report
or information, (ii) delivering such statement, report or information in a commonly used electronic format, or (iii) subject
to such reasonable policies, procedures and limitations as the parties may agree upon from time to time, making such statement, report
or information available on the Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery;
except that delivery of the reports provided in Section 4.01(d) above and any other reports that are required to be
posted by the Note Administrator to its internet website pursuant to the terms of the Indenture shall be delivered electronically to
the Note Administrator in a method acceptable to the Servicer and the Note Administrator.


 


(g)           [Reserved].


 


(h)           Except
as provided in this Section 4.01 or elsewhere in this Agreement, none of the Servicer or the Special Servicer, as the case
may be, shall be required to provide any other report without its prior written consent, which will not be unreasonably withheld.


 


(i)            Notwithstanding
anything in this Agreement to the contrary, none of the Servicer, the Special Servicer, the Trustee or the Note Administrator shall have
any obligation under this Agreement or the Indenture to provide any information or reports necessary to comply with the reporting requirements
of the EU Securitization Laws and the UK Securitization Laws.


 


(j)            One
(1) Business Day after each Determination Date by 2:00 p.m. New York Time, the Collateral Manager shall deliver or cause the
holder of the Future Funding Companion Participations to deliver to the Servicer a report in the form of, and containing the information
called for in, Exhibit F hereto.


 


(k)           The
Servicer shall have no obligation to remit any funds or deliver any reports relating to any Collateral Interest or Commercial Real Estate
Loan acquired by the Issuer after the Closing Date in any Due Period unless all critical-to board documents related to such Collateral
Interest or Commercial Real Estate Loan are provided to the Servicer at least five (5) Business Days prior to the related Determination
Date.


 






    -66- 


     


    

 


Article V


 


SERVICER
and special servicer COMPENSATION AND ExPENSES


 


Section 5.01       Servicing
Compensation. (a) As consideration for servicing the Collateral Interests and Commercial Real Estate Loans subject to this Agreement,
the Servicer shall be entitled to a Servicing Fee for each Collateral Interest and each Companion Participation related to a Serviced
Commercial Real Estate Loan (including without limitation a Specially Serviced Loan, a REO Loan and Non-Serviced Collateral Interest
(including the Issuer’s interest in any REO Property related to a Non-Serviced Collateral Interest)) remaining subject to this
Agreement during any calendar month or part thereof; provided that any Servicing Fee payable in respect of a Companion Participation
and the related Companion Participation Holder’s interest in any related REO Property shall only be paid from collections in respect
of the related Commercial Real Estate Loan that are allocated to such Companion Participation. The Servicing Fee shall be payable monthly
on the Remittance Date (or earlier pursuant to the related Participation Agreement) of each month and shall be computed on the basis
of the outstanding principal balance of the related Collateral Interest or on the Companion Participation as of the first Business Day
following the Determination Date in the immediately preceding calendar month and for the period with respect to which any related interest
payment on the related Collateral Interest or on the Companion Participation or distribution on the related Collateral Interest or on
the Companion Participation is computed. The Servicer may pay itself the Servicing Fee on the Remittance Date (or earlier pursuant to
the related Participation Agreement) of each month from amounts on deposit in the Collection Account or the Participated Loan Collection
Account, as applicable, or such other funds permitted under the related Participation Agreement. To the extent that amounts on deposit
in the Collection Account or the Participated Loan Collection Account, as applicable, on the Remittance Date are insufficient to pay
the Servicing Fee allocated to any Commercial Real Estate Loan or related REO Loan, the Issuer shall pay any such shortfall to the Servicer
within ten (10) Business Days after the Issuer’s receipt of an itemized invoice therefor. The right to receive the Servicing
Fee may not be transferred in whole or in part except in connection with (i) delegation in respect of servicing of a Commercial
Real Estate Loan in respect of which there is a Companion Participation to a sub-servicer, which sub-servicer or an affiliate of such
sub-servicer is also the servicer under the related A-1 Participation Servicing Agreement, or (ii) the transfer of all of the Servicer’s
responsibilities and obligations under and as permitted pursuant to this Agreement.


 


(b)           As
further compensation for its activities hereunder, the Servicer shall be entitled to retain, and shall not be required to deposit in
the Collection Account or the Participated Loan Collection Account pursuant to Section 3.03, amounts constituting Additional
Servicing Compensation with respect to the Commercial Real Estate Loans.


 


(c)           The
Servicer shall be required to pay all expenses related to the Servicer’s internal costs, consisting of overhead and employee costs
and expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof
except as specifically provided for herein.


 


Section 5.02       Servicing
Advances; Servicer Expenses. (a) The Special Servicer (for Specially Serviced Loans) or the Servicer (for Performing Loans)
shall, in the first instance, have the right to determine, in accordance with the Servicing Standard, the necessity for all Servicing
Advances and Servicing Expenses. With respect to the Serviced Commercial Real Estate Loans only, the Advancing Agent at the direction
of the Special Servicer or the Servicer, as applicable, shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien on a Mortgaged Property or REO
Property, (ii) ground rents (if applicable), (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow
Payments collected from the related Obligor (or related REO Proceeds, if applicable) are insufficient to pay such item when due and the
related Obligor has failed to pay such item on a timely basis and (iv) all other customary, reasonable and necessary out-of-pocket
expenses paid or incurred by the Collateral Manager, the Servicer or the Special Servicer in connection with the servicing (or special
servicing, as applicable) and administering of the Serviced Commercial Real Estate Loans; and provided, however, that the
particular advance would not, if made, constitute a Nonrecoverable Servicing Advance; and provided, further, however,
that with respect to the payment of real estate taxes, assessments and similar items, the Advancing Agent shall not be required to make
such advance until the later of (x) five (5) Business Days after the Special Servicer or the Servicer has received confirmation
that such item has not been paid or (y) the date prior to the date after which any penalty or interest would accrue in respect of
such taxes or assessments.


 






    -67- 


     


    




 


(b)           The
Special Servicer shall give the Advancing Agent, the Collateral Manager, the Servicer and the Issuer no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Advancing Agent is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan; provided, however, that only two (2) Business Days’
written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent
basis; provided, further, that the Special Servicer shall not be entitled to make such a request (other than for Servicing
Advances required to be made on an urgent or emergency basis) more frequently than twice per calendar month (although such request may
relate to more than one Servicing Advance). The Advancing Agent or the Servicer, as applicable, may pay to the Special Servicer the aggregate
amount of such Servicing Advances listed on a monthly request, in which case the Special Servicer shall provide the Servicer with such
information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Servicing
Advance would constitute a Nonrecoverable Servicing Advance. Any request by the Special Servicer that the Advancing Agent or the Servicer
make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a
Nonrecoverable Servicing Advance, and the Advancing Agent and the Servicer shall be entitled to conclusively rely on such determination;
provided that the determination that such requested Servicing Advance is not a Nonrecoverable Servicing Advance shall not be binding
on the Servicer and the Special Servicer’s determination that a Servicing Advance is required to be made in accordance with the
Servicing Standard shall not be binding on the Advancing Agent.


 


The Servicer shall give the
Advancing Agent, the Collateral Manager and the Issuer no less than five (5) Business Days’ written (facsimile or electronic)
notice before the date on which the Advancing Agent is requested to make any Servicing Advance with respect to a given Performing Loan;
provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required
in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further, that the Servicer
shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis)
more frequently than twice per calendar month (although such request may relate to more than one Servicing Advance). The Advancing Agent
may pay to the Servicer the aggregate amount of such Servicing Advances listed on a monthly request, in which case the Servicer shall
provide the Advancing Agent with such information in its possession as the Advancing Agent may reasonably request to enable the Advancing
Agent to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any request by the Servicer
that the Advancing Agent make a Servicing Advance shall be deemed to be a determination by the Servicer that such requested Servicing
Advance is not a Nonrecoverable Servicing Advance, and the Advancing Agent shall be entitled to conclusively rely on such determination;
provided, that the determination that such requested Servicing Advance is not a Nonrecoverable Servicing Advance shall not be
binding on the Advancing Agent but the Servicer’s determination that a Servicing Advance is required to be made in accordance with
the Servicing Standard is binding on the Advancing Agent.


 






    -68- 


     


    

 


(c)           Notwithstanding
anything to the contrary contained in this Agreement, in the event that the Advancing Agent fails to make in a timely manner any Servicing
Advance that the Servicer or the Special Servicer has determined is required in accordance with the Servicing Standard, and the Advancing
Agent has not determined that such Servicing Advance would be a Nonrecoverable Servicing Advance:


 


(i)            the
Note Administrator shall (x) terminate the Advancing Agent hereunder and under the Indenture and, if the Special Servicer is an
Affiliate of, or the same entity as, the Advancing Agent, terminate the Special Servicer pursuant to Section 7.02, (y) use
reasonable efforts for ninety (90) days after such termination to replace the Advancing Agent hereunder and under the Indenture in accordance
with the applicable procedures set forth in the Indenture, subject to satisfaction of the Rating Agency Condition, and (z) if the
Special Servicer is an Affiliate of, or the same entity as, the Advancing Agent, terminate the Special Servicer and replace the Special
Servicer in accordance with the procedures set forth in Section 6.03 of this Agreement (but, for the avoidance of doubt,
the Note Administrator shall not be responsible for making any Servicing Advance); and


 


(ii)           within
five (5) Business Days of the Servicer’s receipt of written notice of the Advancing Agent’s failure to make a required
Servicing Advance that the Advancing Agent or the Special Servicer has not determined to be a Nonrecoverable Servicing Advance, the Servicer
shall promptly make such Servicing Advance, but subject to the Servicer’s determination that such Servicing Advance is not a Nonrecoverable
Servicing Advance; provided that the Servicer shall be required to make Servicing Advances pursuant to this Section 5.02(c)(ii) only
until a successor Advancing Agent is appointed, subject to satisfaction of the Rating Agency Condition. After the Advancing Agent has
been removed pursuant to this Section 5.02(c), the Servicer shall be primarily responsible for making Servicing Advances
hereunder, in the manner set forth in this Section 5.02 until a successor Advancing Agent is appointed, subject to satisfaction
of the Rating Agency Condition. Any successor Advancing Agent’s long-term senior unsecured debt shall be rated at least “A2”
by Moody’s and “A” by DBRS Morningstar (if rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent
(or higher) rating by any two other NRSROs (which may include Moody’s)), and whose short-term senior unsecured debt rating is at
least “P-1” from Moody’s.


 


(d)           The
Advancing Agent or the Servicer, as applicable, each at its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for any Nonrecoverable Servicing Advance immediately, may elect to refrain from obtaining such reimbursement for such portion
of the Nonrecoverable Servicing Advance during the period ending on the then-current Determination Date for successive one-month periods
for a total period not to exceed twelve (12) months (with the consent of the Collateral Manager for any deferral in excess of 6 months).
If the Advancing Agent or Servicer, as applicable, makes such an election at its sole option to defer reimbursement with respect to all
or a portion of a Nonrecoverable Servicing Advance (and interest thereon), then such Nonrecoverable Servicing Advance (and interest thereon)
or portion thereof shall continue to be fully reimbursable in any subsequent one-month period.


 


(e)           On
the first Business Day after the Determination Date for the related Remittance Date, the Advancing Agent or the Special Servicer shall
report to the Servicer if the Advancing Agent or the Special Servicer determines that any Servicing Advance previously made by the Advancing
Agent or the Servicer is a Nonrecoverable Servicing Advance. The Servicer shall be entitled to conclusively rely on such a determination,
and such determination shall be binding upon the Servicer, but shall in no way limit the ability of the Servicer in the absence of such
determination to make its own determination that any Servicing Advance is a Nonrecoverable Servicing Advance. All such Servicing Advances
shall be reimbursable in the first instance from related collections from the Obligors and further as provided in Section 3.03(b) and
Section 3.03(d).


 






    -69- 


     


    




 


(f)            Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. Except as set forth in Section 5.02(c)(ii), the Servicer shall have no obligation under
this Agreement to make any Servicing Advances. Notwithstanding anything to the contrary contained in this Section 5.02, the
Servicer may in its reasonable judgment elect (but shall not be required) to make a payment from amounts on deposit in the Collection
Account or the Participated Loan Collection Account (which shall be deemed first made from amounts distributable as interest collections
and then from all other amounts comprising principal collections) to pay for certain expenses set forth below notwithstanding that the
Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Servicer to not
make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property (or REO Property) from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage
or security instrument, or the loss of any security for the related Commercial Real Estate Loan; provided that in each instance,
the Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Issuer) that making such expenditure is in the best interest of the Relevant Parties in Interest.


 


(g)           At
such time as it is reimbursed for any Servicing Advance out of the Collection Account pursuant to Section 3.03(b) or
the Participated Loan Collection Account pursuant to Section 3.03(d), the Advancing Agent and the Servicer, as the case may
be, shall be entitled to receive, out of any amounts then on deposit in the Collection Account or such Participated Loan Collection Account
in accordance with the provisions of Section 3.03(b) or 3.03(d), as applicable, interest at the Advance Rate
in effect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.
The Servicer shall reimburse the Advancing Agent or itself, as the case may be, for any outstanding Servicing Advance as soon as practically
possible after receipt of payments from the related Obligor that represent reimbursement of such Servicing Advances, Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Proceeds of the Commercial Real Estate Loan, Mortgaged Property or REO Property for which such Servicing
Advance was made or if such Servicing Advance has been determined to be a Nonrecoverable Servicing Advance, from general collections
in respect of all of the Commercial Real Estate Loans as reimbursement for such Servicing Advance.


 


(h)           Neither
the Servicer nor the Advancing Agent shall have any liability to the Issuer, the Noteholders, any Companion Participation Holder or any
other Person if its determination that a Servicing Advance made or to be made is a Nonrecoverable Servicing Advance should prove to be
wrong or incorrect, so long as such determination in the case of the Advancing Agent was made on a reasonable basis in good faith or,
in the case of the Servicer was made in accordance with the Servicing Standard.


 


(i)            The
Servicer shall not be obligated to make Interest Advances.


 






    -70- 


     


    

 


Section 5.03       Special
Servicing Compensation. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive
the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan; provided that any Special Servicing Fee allocable
to a Companion Participation shall be paid only from amounts allocated to such Companion Participation in accordance with the related
Participation Agreement. As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at
the Special Servicing Fee Rate and shall be computed on the basis of the outstanding principal balance of such Specially Serviced Loan
as of the first Business Day following the Determination Date in the immediately preceding calendar month and in the same manner as interest
is calculated on the Specially Serviced Loans and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. The Special Servicing Fee shall be payable monthly, on an asset-by-asset basis, in accordance with the provisions of Section 3.03(b).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all
of the Special Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall be required to pay
all expenses related to the Special Servicer’s internal costs consisting as overhead and employees expenses incurred by it in connection
with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.


 


(b)           The
Special Servicer shall be entitled to a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Commercial Real
Estate Loan for so long as it remains a Corrected Loan; provided that any Workout Fee allocable to a Companion Participation shall
be paid only from amounts allocated to such Companion Participation in accordance with the related Participation Agreement. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such Commercial Real Estate Loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan.
If the Special Servicer is terminated or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of
Commercial Real Estate Loans that became Corrected Loans prior to the time of such termination or resignation, except the Workout Fees
will no longer be payable if the Commercial Real Estate Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer
resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning
or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special
Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a
Corrected Loan solely because the Obligor had not had sufficient time to make three (3) consecutive timely Monthly Payments and
which subsequently becomes a Corrected Loan as a result of the Obligor making such three (3) consecutive timely Monthly Payments.
The successor Special Servicer will not be entitled to any portion of such Workout Fees to which the predecessor Special Servicer is
entitled pursuant to the preceding two (2) sentences. The Special Servicer shall be entitled to a Liquidation Fee with respect to
each Specially Serviced Loan as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds
subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance
and Condemnation Proceeds); provided that any Liquidation Fee allocable to a Companion Participation shall be paid only from amounts
allocated to such Companion Participation in accordance with the related Participation Agreement. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with (w) the
repurchase of any Commercial Real Estate Loan by the Seller for a breach of representation or warranty or for defective or deficient
Commercial Real Estate Loan documentation so long as such repurchase is completed within the period (including any extension thereof)
provided for such repurchase in the Collateral Interest Purchase Agreement (x) the sale of any Commercial Real Estate Loan or Collateral
Interest pursuant to Section 12.1 of the Indenture, or (y) the purchase of a Specially Serviced Loan or REO Property by any
lender or Companion Participation Holder pursuant to any purchase option. If, however, Liquidation Proceeds or Insurance and Condemnation
Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout
Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute
principal and/or interest on such Commercial Real Estate Loan. Notwithstanding anything herein to the contrary, the Special Servicer
shall be entitled to receive only a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Commercial Real Estate
Loan.


 






    -71- 


     


    




 


(c)           As
further compensation for its activities hereunder, the Special Servicer shall be entitled to retain, and shall not be required to deposit
in the Collection Account or the Participated Loan Collection Account pursuant to Section 3.03 or any REO Account pursuant
to Section 3.13, amounts constituting Additional Special Servicing Compensation with respect to the Commercial Real Estate
Loans.


 


Article VI


 


The
Servicer and the Issuer


 


Section 6.01       No
Assignment; Merger or Consolidation. Except as otherwise provided for in this Section or in Section 2.02 or 6.03(b),
neither the Servicer nor the Special Servicer may assign this Agreement or any of its rights, powers, duties or obligations hereunder;
provided, however, that the Servicer or the Special Servicer may assign this Agreement to a Qualified Affiliate upon satisfaction
of the Rating Agency Condition and upon the written consent of the Issuer (or the Collateral Manager acting on behalf of the Issuer).


 


The Servicer or the Special
Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Servicer or the Special Servicer hereunder, and shall be deemed to have assumed all of the liabilities
of the Servicer or the Special Servicer hereunder.


 


Section 6.02       Liability
and Indemnification. None of the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Collateral Manager nor
their Affiliates nor any of the managers, members, directors, officers, employees or agents thereof shall be under any liability to either
the Issuer or the Co-Issuer or any third party (including the Noteholders) for taking or refraining from taking any action, in good faith
pursuant to or in connection with this Agreement, or for errors in judgment; provided, however, that none of the Servicer,
the Special Servicer, the Note Administrator, the Collateral Manager or the Trustee or any such Person will be protected against any
breach of its representations or warranties (if any) made in this Agreement or any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of its duties hereunder. The Servicer, the Special Servicer, the Note
Administrator, the Collateral Manager or the Trustee, as the case may be, and any director, officer, manager, member, employee or agent
thereof may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate
Person respecting any matters arising hereunder. The Servicer, the Special Servicer, the Note Administrator, the Collateral Manager or
the Trustee, as the case may be, and any member, manager, director, officer, employee or agent thereof shall be indemnified and held
harmless by the Issuer and the Co-Issuer against any loss, liability or expense incurred, including reasonable attorneys’ fees,
including in connection with the enforcement of such indemnity, in connection with any claim, legal action, investigation or proceeding
relating to this Agreement, the performance hereunder by, or any specific action which the Issuer, the Co-Issuer, the Collateral Manager,
the Servicer, the Special Servicer, the Note Administrator, the holder of the Controlling Companion Participation or the Trustee authorized,
requested or advised the Servicer, the Special Servicer, the Note Administrator, the Collateral Manager or the Trustee, as the case may
be, to perform pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of the
willful misfeasance, bad faith, or negligence in the performance of the duties of the Servicer, the Special Servicer, the Note Administrator,
the Collateral Manager or the Trustee, as the case may be, or breach of the Servicer’s, the Special Servicer’s, the Note
Administrator’s, the Collateral Manager’s or the Trustee’s, as the case may be, representations and warranties set
forth in Section 7.01. Any such indemnification shall be payable from any amounts on deposit in the Collection Account or
the Participated Loan Collection Account (other than in the case of the Note Administrator and the Trustee) and pursuant to the Priority
of Payments under the Indenture.


 






    -72- 


     


    




 


In the event that the Servicer,
the Special Servicer, the Note Administrator, the Collateral Manager or the Trustee, as the case may be, sustains any loss, liability
or expense which results from any overcharges to Obligors under the Commercial Real Estate Loans, to the extent that such overcharges
were collected by the Servicer or the Special Servicer, as the case may be, and remitted to the Issuer, the Issuer (or the Collateral
Manager acting on behalf of the Issuer) shall promptly remit such overcharge to the related Obligor or other Obligors after the Issuer’s
receipt of written notice from the Servicer or the Special Servicer, as the case may be, regarding such overcharge.


 


The Issuer and any director,
officer, employee or agent thereof shall be indemnified and held harmless by the Servicer, the Special Servicer, the Note Administrator
or the Trustee, as the case may be, against any loss, liability or expense incurred, including reasonable attorneys’ fees, including
in connection with the enforcement of this indemnity, by reason of (i) the willful misfeasance, bad faith or negligence in the performance
of the duties of the Servicer, the Special Servicer, the Note Administrator (in each of its capacities under the Indenture except in
its capacity as Designated Transaction Representative) or the Trustee, as applicable, hereunder or (ii) a breach of the representations
and warranties of the Servicer or the Special Servicer set forth in Section 7.01.


 


Each of the Servicer and the
Special Servicer, severally and not jointly, shall indemnify and hold harmless each of the Trustee and the Note Administrator from and
against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses, including the costs of enforcing
this indemnity, and related costs, judgments and other costs and expenses incurred by the Trustee or the Note Administrator, as the case
may be, that arise out of or are based upon the negligence, bad faith, fraud or willful misconduct on the part of the Servicer or the
Special Servicer, as the case may be, in the performance of its obligations under this Agreement or its negligent disregard of its obligations
and duties under this Agreement.


 


Each of the Trustee and the
Note Administrator (in each of its capacities under the Indenture except in its capacity as Designated Transaction Representative), severally
and not jointly, shall indemnify and hold harmless each of the Servicer and the Special Servicer from and against any claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and expenses, including the costs of enforcing this indemnity, and related
costs, judgments and other costs and expenses incurred by the Servicer or the Special Servicer, as the case may be, that arise out of
or are based upon the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Note Administrator (in each
of its capacities under the Indenture except in its capacity as Designated Transaction Representative), as the case may be, in the performance
of its obligations under this Agreement or the Indenture or its negligent disregard of its obligations and duties under this Agreement
or the Indenture.


 


Each of the Servicer and the
Special Servicer shall be entitled to the same rights, protections, immunities and indemnities afforded to each herein in connection
with any matter contained in the Indenture.


 






    -73- 


     


    

 


Neither the Servicer nor the
Special Servicer shall be responsible for any delay or failure in performance resulting from acts beyond its control (such acts include
but are not limited to acts of God, strikes, lockouts, riots and acts of war); provided that such delay or failure is not also
a result of its own negligence, bad faith or willful misconduct. Additionally, neither the Servicer nor the Special Servicer shall be
liable for the actions or omissions of the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest,
the holder of the related Controlling Companion Participation), the Co-Issuer, the Trustee, the Note Administrator, the Servicer (in
the case of the Special Servicer), the Special Servicer (in the case of the Servicer), and without limiting the foregoing, neither the
Servicer nor the Special Servicer shall be under any obligation to verify compliance by any party hereto with the terms of the Indenture
(other than itself) or to verify or independently determine the accuracy of information received by it from the Trustee, the Collateral
Manager, the Issuer or Note Administrator (or from any selling institution, agent bank, trustee or similar source) with respect to the
Commercial Real Estate Loans or Collateral Interests.


 


The provisions of this Section shall
survive any termination of the rights and obligations of the Servicer, the Special Servicer, the Note Administrator or the Trustee hereunder.


 


Section 6.03       Eligibility;
Successor, the Servicer or the Special Servicer. (a) The Issuer, the Collateral Manager, the Servicer and the Special Servicer
shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken
by the Issuer, the Collateral Manager, the Servicer and the Special Servicer herein.


 


(b)           (i) Subject
to the provisions of Section 7.03, within thirty (30) days of the Servicer or the Special Servicer, as applicable, receiving
a notice of termination pursuant to Section 7.02, the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall retain
a successor servicer or special servicer, as applicable (subject to the satisfaction of the Rating Agency Condition), or (ii) on
or after the date the Issuer receives the resignation of the Servicer or the Special Servicer in accordance with Section 8.01(a),
the resigning Servicer or Special Servicer, as the case may be, shall identify and retain a successor servicer or special servicer who
shall assume the Servicer’s or Special Servicer’s duties pursuant to Section 6.03(b), subject to satisfaction
of the Rating Agency Condition. Such successor servicer or special servicer, as the case may be, shall be collectively referred to herein
as “Successor.” The Successor shall be the successor in all respects to the Servicer or Special Servicer, as the case
may be, in its capacity as Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and
shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the
Servicer or Special Servicer, as the case may be, accruing after such termination or resignation; provided, however, that
any failure to perform such duties or responsibilities caused by the Servicer’s or Special Servicer’s failure to comply with
Section 7.01 shall not be considered a default by the Successor hereunder. In its capacity as Successor, the Successor shall
have the same limitation of liability herein granted to the Servicer or Special Servicer, as the case may be. In connection with any
such appointment and assumption, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may make such arrangements for
the compensation of such Successor as it and such Successor shall agree; provided, however, that no compensation shall
be in excess of that permitted the Servicer or Special Servicer, as the case may be, hereunder. If no Successor servicer or special servicer,
as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the Servicer or Special
Servicer receives notice of termination in accordance with Section 8.01, the Issuer (or the Collateral Manager acting on
behalf of the Issuer) may petition any court of competent jurisdiction for the appointment of a Successor servicer or special servicer,
as the case may be. Except as provided in Section 6.03(b) herein, until the Successor is appointed and has accepted
such appointment, the Servicer or the Special Servicer shall continue to serve as Servicer or Special Servicer hereunder, as applicable,
and shall have all the rights, benefits and powers and be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer or Special Servicer, as the case may be, hereunder. Once appointed, the Servicer or the Special Servicer, as the
case may be, shall cooperate with the Successor to take such reasonable action, consistent with this Agreement, to effectuate any such
succession.


 






    -74- 


     


    




 


(c)           Subject
to the provisions of Section 6.01, neither the Servicer nor the Special Servicer shall resign from the obligations and duties
hereby imposed on it, except in the event that (i) its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried on by it or (ii) a successor servicer or special
servicer that is a Qualified Servicer, as applicable, has assumed the Servicer’s or the Special Servicer’s, as applicable,
responsibilities and obligations, and the Rating Agency Condition has been satisfied with respect to appointment of a successor servicer
or special servicer. Any determination under clause (i) of the immediately preceding sentence permitting the resignation
of the Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Issuer, the Note Administrator and the Trustee
and the 17g-5 Information Provider. Except for a resignation described above in Section 6.03(b)(i), no resignation by the
Servicer or the Special Servicer under this Agreement shall become effective until the Successor, in accordance with Section 6.03(b),
shall have assumed the Servicer’s or Special Servicer’s, as the case may be, responsibilities and obligations. Resignation
under Section 6.03(b)(i) shall be effective within thirty (30) days of such notice.


 


Article VII


 


Representations
and Warranties; Termination Events


 


Section 7.01       Representations
and Warranties. (a) The Servicer hereby makes the following representations and warranties to each of the other parties hereto:


 


(i)            Due
Organization, Qualification and Authority. The Servicer is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Georgia, in good standing and licensed in each state to the extent necessary to ensure the enforceability
of each Commercial Real Estate Loan and to perform its duties and obligations under this Agreement in accordance with the terms of this
Agreement; the Servicer has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance
herewith; the Servicer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered
this Agreement; this Agreement constitutes the valid, legal, binding obligation of the Servicer, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally
and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);


 


(ii)           No
Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions
of this Agreement by the Servicer, (v) conflicts with or results in a breach of any of the terms, conditions or provisions of the
Servicer’s articles of association, as amended, or by laws; (w) conflicts with or results in a breach of any material agreement
or material instrument to which the Servicer is now a party or by which it (or any of its properties) is bound, or constitutes a default
or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure the enforceability of
any Commercial Real Estate Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the
terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to
ensure the enforceability of any Commercial Real Estate Loan, or (2) for the Servicer to perform its obligations under this Agreement
in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation, order, judgment or decree to which
the Servicer or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Commercial
Real Estate Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the terms hereof; or
(z) results in the creation or imposition of any lien, charge or encumbrance that would have a material adverse effect upon any
of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability
of (1) the Issuer and the Companion Participation Holder to realize on the Commercial Real Estate Loans, or (2) the Servicer
to perform its obligations hereunder;


 






    -75- 


     


    




 


(iii)          No
Litigation Pending. There is no action, suit, or proceeding pending or, to Servicer’s knowledge, threatened against the Servicer
which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Commercial Real
Estate Loans, or would be likely to impair materially the ability of the Servicer to perform its duties and obligations under the terms
of this Agreement;


 


(iv)          No
Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over the Servicer is required for (x) the Servicer’s execution
and delivery of this Agreement, or (y) the consummation of the transactions of the Servicer contemplated by this Agreement, or,
to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given
(as applicable), except that the Servicer may not be duly qualified to transact business as an entity or licensed in one or more states
if such qualification or licensing is not necessary (1) to ensure the enforceability of any Commercial Real Estate Loan, or (2) for
the Servicer to perform its obligations under this Agreement in accordance with the terms hereof;


 


(v)           No
Default/Violation. The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which, in the judgment of the Servicer, will have consequences that would materially
and adversely affect the financial condition or operations of the Servicer or its properties taken as a whole or its performance hereunder;


 


(vi)          E&O
Insurance. The Servicer currently maintains a fidelity bond and errors and omissions insurance or self-insures, in either case meeting
the requirements of Section 3.05(c);


 


(b)           The
Special Servicer hereby makes the following representations and warranties to the each of the other parties hereto:


 


(i)            Due
Organization, Qualification and Authority. The Special Servicer is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Georgia, in good standing and licensed in each state to the extent necessary to ensure
the enforceability of each Commercial Real Estate Loan and to perform its duties and obligations under this Agreement in accordance with
the terms of this Agreement; the Special Servicer has the full power, authority and legal right to execute and deliver this Agreement
and to perform in accordance herewith; the Special Servicer has duly authorized the execution, delivery and performance of this Agreement
and has duly executed and delivered this Agreement; this Agreement constitutes the valid, legal, binding obligation of the Special Servicer,
except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 






    -76- 


     


    

 



 


(ii)            No
Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions
of this Agreement by the Special Servicer, (v) conflicts with or results in a breach of any of the terms, conditions or provisions
of the Special Servicer’s articles of organization, as amended, or operating agreement, as amended; (w) conflicts with or results
in a breach of any agreement or instrument to which the Special Servicer is now a party or by which it (or any of its properties) is bound,
or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure
the enforceability of any Commercial Real Estate Loan, or (2) for the Special Servicer to perform its obligations under this Agreement
in accordance with the terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is
necessary (1) to ensure the enforceability of any Commercial Real Estate Loan, or (2) for the Special Servicer to perform its
obligations under this Agreement in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation,
order, judgment or decree to which the Special Servicer or its property is subject if compliance therewith is necessary (1) to ensure
the enforceability of any Commercial Real Estate Loan, or (2) for the Special Servicer to perform its obligations under this Agreement
in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance that would have
a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument,
or materially impairs the ability of (1) the Issuer and the Companion Participation Holder to realize on the Commercial Real Estate
Loans, or (2) the Special Servicer to perform its obligations hereunder;


 


(iii)            No
Litigation Pending. There is no action, suit, or proceeding pending or, to Special Servicer’s knowledge, threatened against
the Special Servicer which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or
the Commercial Real Estate Loans, or would be likely to impair materially the ability of the Special Servicer to perform its duties and
obligations under the terms of this Agreement;


 


(iv)           No
Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over the Special Servicer is required for (x) the Special Servicer’s
execution and delivery of this Agreement, or (y) the consummation of the transactions of the Special Servicer contemplated by this
Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained,
made or given (as applicable), except that the Special Servicer may not be duly qualified to transact business as a foreign limited liability
company or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of
any Commercial Real Estate Loan, or (2) for the Special Servicer to perform its obligations under this Agreement in accordance with
the terms hereof.


 


(v)            No
Default/Violation. The Special Servicer is not in default with respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or governmental agency, which, in the judgment of the Special Servicer, will have consequences
that would materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken as a
whole or its performance hereunder;


 


(vi)            E&O
Insurance. The Special Servicer currently maintains a fidelity bond and errors and omissions insurance or self-insures, in either
case meeting the requirements of Section 3.05(c) hereof.


 



    -77-


     


    

 


(c)            The
Issuer hereby makes the following representations and warranties to the each of the other parties hereto:


 


(i)             Due
Authority. The Issuer has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance
herewith; the Issuer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered
this Agreement; the Issuer has the right to authorize the Servicer to perform the actions contemplated herein; this Agreement constitutes
the valid, legal, binding obligation of the Issuer, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity or at law).


 


(ii)            Non-Exempt
Person. The Issuer is a Non-Exempt Person.


 


(iii)           Anti-Money
Laundering/International Trade Law Compliance. As of the date of this Agreement, each Remittance Date or Payment Date under Section 3.02
or Section 3.03, and at all times until the Agreement has been terminated and all amounts hereunder have been paid in full,
that: (A) no Covered Entity (1) is a Sanctioned Person; (2) has any of its assets in a Sanctioned Country or in the possession,
custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (3) does business in or with, or derives any of
its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law;
or (4) engages in any dealings or transactions prohibited by any Anti-Terrorism Law; (B) the proceeds of this Agreement will
not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned
Person in violation of any Law; (C) the funds used to pay the Servicer are not derived from any unlawful activity; and (D) each
Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any Laws, including
but not limited to any Anti-Terrorism Laws. The Issuer covenants and agrees that it shall immediately notify the Servicer in writing upon
the occurrence of a Reportable Compliance Event.


 


(iv)           Ownership
of Collateral Interests. The Issuer is the beneficial owner of the Collateral Interests and has the right to perform the actions contemplated
herein.


 


(v)            No
Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions
of this Agreement by the Issuer: (v) conflicts with or results in a breach of any of the terms, conditions or provisions of the Issuer’s
governing documents; (w) conflicts with or results in a breach of any agreement or instrument to which the Issuer is now a party
or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing
if compliance therewith is necessary (1) to ensure the enforceability of any Commercial Real Estate Loan, or (2) for the Issuer
to perform its obligations under this Agreement in accordance with the terms hereof; (x) conflicts with or results in a breach of
any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Commercial Real Estate Loan, or
(2) for the Issuer to perform its obligations under this Agreement in accordance with the terms hereof; (y) results in the violation
of any law, rule, regulation, order, judgment or decree to which the Issuer or its property is subject if compliance therewith is necessary
(1) to ensure the enforceability of any Commercial Real Estate Loan, or (2) for the Issuer to perform its obligations under
this Agreement in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance
that would have a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or
other instrument, or materially impairs the ability of (1) the Issuer and the Companion Participation Holder to realize on the Commercial
Real Estate Loans, or (2) the Issuer to perform its obligations hereunder.


 



    -78-


     


    

 


(vi)            No
Litigation Pending. There is no action, suit, or proceeding pending or, to Issuer’s knowledge, threatened against the Issuer
which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Commercial Real
Estate Loans, or would be likely to impair materially the ability of the Issuer to perform its duties and obligations under the terms
of this Agreement.


 


(vii)           No
Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over the Issuer is required for (x) the Issuer’s execution and delivery
of this Agreement, or (y) the consummation of the transactions of the Issuer contemplated by this Agreement, or, to the extent required,
such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except
that the Issuer may not be duly qualified to transact business as a foreign company or licensed in one or more states if such qualification
or licensing is not necessary (1) to ensure the enforceability of any Commercial Real Estate Loan, or (2) for the Issuer to
perform its obligations under this Agreement in accordance with the terms hereof.


 


(viii)          No
Default/Violation. The Issuer is not in default with respect to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Issuer
to perform its obligations hereunder.


 


(ix)            Commercial
or Multifamily Loans. The Commercial Real Estate Loans relate to or are comprised of only commercial or multifamily loans, the proceeds
of which loans were used primarily for commercial or multifamily purposes and not for personal, single family or single household purposes.


 


(d)            The
Collateral Manager hereby makes the following representations and warranties to each of the other parties hereto:


 


(i)             Due
Organization, Qualifications and Authority. The Collateral Manager is a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Collateral Manager has the full power, authority and legal right to
execute and deliver this Agreement and to perform in accordance herewith; the Collateral Manager has duly authorized the execution, delivery
and performance of this Agreement and has duly executed and delivered this Agreement; this Agreement constitutes the valid, legal, binding
obligation of the Collateral Manager, except as enforceability may be limited by: (A) bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws relating to or affecting the rights of creditors generally; (B) by general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at law); and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities
laws.


 



    -79-


     


    

 


(ii)            No
Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions
of this Agreement by the Collateral Manager, (v) conflicts with or results in a breach of any of the terms, conditions or provisions
of the Collateral Manager’s certificate of formation, as amended, or limited liability company agreement, as amended; (w) conflicts
with or results in a breach of any agreement or instrument to which the Collateral Manager is now a party or by which it (or any of its
properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary
for the Collateral Manager to perform its obligations under this Agreement in accordance with the terms hereof; (x) conflicts with
or results in a breach of any legal restriction if compliance therewith is necessary for the Collateral Manager to perform its obligations
under this Agreement in accordance with the terms hereof; or (y) results in the violation of any law, rule, regulation, order, judgment
or decree to which the Collateral Manager or its property is subject if compliance therewith is necessary for the Collateral Manager to
perform its obligations under this Agreement in accordance with the terms hereof.


 


(iii)            No
Litigation Pending. There is no action, suit, or proceeding pending or, to the Collateral Manager’s knowledge, threatened against
the Collateral Manager which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement
or the Commercial Real Estate Loans, or would be likely to impair materially the ability of the Collateral Manager to perform its duties
and obligations under the terms of this Agreement.


 


(iv)            No
Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over the Collateral Manager is required for (x) the Collateral Manager’s
execution and delivery of this Agreement, or (y) the consummation of the transactions of the Collateral Manager contemplated by this
Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained,
made or given (as applicable), except that the Collateral Manager may not be duly qualified to transact business as a foreign limited
liability company or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability
of any Commercial Real Estate Loan, or (2) for the Collateral Manager to perform its obligations under this Agreement in accordance
with the terms hereof.


 


(v)            No
Default/Violation. The Collateral Manager is not in default with respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of
the Collateral Manager to perform its obligations hereunder.


 


(e)            The
representations and warranties of the Servicer, the Special Servicer, the Collateral Manager and the Issuer set forth in this Section 7.01
shall survive until the termination of this Agreement.


 


Section 7.02    Servicer
Termination Event. Any one of the following events shall be a “Servicer Termination Event”:


 


(a)            any
failure (i) by the Servicer to remit to the Note Administrator the amount required to be so remitted by the Servicer on any Remittance
Date pursuant to Section 3.03(b)(x) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. New
York Time on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required
to be so remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement, when and as due which
continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the
date on which such remittance was due, or (iii) by the Servicer to remit to the Seller or a Companion Participation Holder any payment
required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer
for a period of two (2) Business Days after the date on which such remittance was due; or


 



    -80-


     


    

 


(b)            any
failure by the Advancing Agent to make a Servicing Advance in a circumstance that Section 5.02(c) of this Agreement requires
termination of the Special Servicer;


 


(c)            any
failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Servicer or the Special Servicer, as the case may be, contained in this Agreement,
or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall
be untrue or incorrect in any material respect, and, in either case, such failure or breach materially and adversely affects the value
of any Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the interest of the Issuer therein,
which in either case continues unremedied for a period of thirty (30) days after the date on which written notice of such failure or breach,
requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Issuer (or
the Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Issuer (or the Collateral Manager
acting on behalf of the Issuer) provided that the Servicer or the Special Servicer, as the case may be, is diligently proceeding
in good faith to cure such failure or breach); or


 


(d)            a
decree or order of a court or agency or supervisory authority having jurisdiction in respect of the Servicer or the Special Servicer,
as the case may be, for the commencement of an involuntary case under any present or future federal or state bankruptcy, insolvency or
similar law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets
and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Servicer
or the Special Servicer, as the case may be, and such decree or order shall remain in force undischarged or unstayed for a period of sixty
(60) days; or


 


(e)            the
Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or the Special
Servicer, as the case may be, or relating to all or substantially all of such entity’s property; or


 


(f)            the
Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations; or


 


(g)            the
Servicer or the Special Servicer, as the case may be, receives actual knowledge that any Rating Agency has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Notes, or (B) placed one or more Classes of Notes on “watch status”
in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement
has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case
may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, publicly
citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating
action; or


 


(h)            the
Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified
Servicer,


 



    -81-


     


    

 


then, and in each and every case, so long as the
applicable Servicer Termination Event has not been remedied, (i) the Issuer (or the Collateral Manager acting on behalf of the Issuer)
may, or (ii) in the case of a Servicer Termination Event with respect to the Special Servicer that materially and adversely affects
any Companion Participation Holder, the Issuer shall, at the direction of such Companion Participation Holder, or (iii) in the case
of a Servicer Termination Event with respect to the Special Servicer under clause (b) above, the Note Administrator shall,
by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if
such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer
may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the
Servicer or the Special Servicer, as the case may be, under this Agreement and in and to the Collateral Interests and the related Commercial
Real Estate Loans and the proceeds thereof, without the Issuer (or the Collateral Manager acting on behalf of the Issuer) incurring any
penalty or fee of any kind whatsoever in connection therewith; provided, however, that such termination shall be without
prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special
Servicing Fees, Additional Servicing Compensation, Additional Special Servicing Compensation and the reimbursement of any Servicing Advance
or Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination.
Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. On or after the receipt by the Servicer
or the Special Servicer, as the case may be, of such written notice of termination from the Issuer (or the Collateral Manager acting on
behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether
with respect to the Collateral Interests and the related Commercial Real Estate Loans, any Participations or otherwise, shall pass to
and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting
the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the
transfer of the Servicing Files and the funds held in the Accounts as set forth in Section 8.01.


 


The Issuer (or the Collateral
Manager acting on behalf of the Issuer) may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (b),
(g), or (h) above), as the case may be, in the performance of its obligations hereunder and its consequences provided
that no waiver shall be effective without the consent of the Note Administrator, which may be withheld in its sole discretion. Upon any
such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any
right consequent thereon except to the extent expressly so waived.


 


Section 7.03     Termination
of the Special Servicer by the Collateral Manager. The Collateral Manager (or, with respect
to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement with respect to any Collateral Interest related to a Serviced
Commercial Real Estate Loan and the related Commercial Real Estate Loan, with or without cause, upon ten (10) Business Days’
notice to the Issuer, Special Servicer, the Servicer, the Note Administrator and the Trustee; provided that (a) such removal
is subject to Section 5.03 and Section 6.02 hereof, (b) all applicable costs and expenses of any such termination
made by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion
Participation) without cause shall be paid by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the
holder of the related Controlling Companion Participation), (c) all applicable accrued and unpaid Special Servicing Fees, Additional
Special Servicing Compensation and Servicing Expenses owed to the Special Servicer are paid in full, (d) the terminated Special
Servicer shall retain the right to receive any indemnifications amounts, and any applicable Liquidation Fees and Workout Fees earned
by it and, in each case, payable to it in accordance with the terms hereof and (e) satisfaction of the Rating Agency Condition with
respect to the appointment of any successor thereto; provided, however, that, if a Commercial Real Estate Loan was being
administered by the Special Servicer at the time of termination, the terminated Special Servicer and the successor Special Servicer shall
agree to apportion the applicable Liquidation Fee or Workout Fee, if any, between themselves in a manner that reflects their relative
contributions in earning the fee and if such parties are unable to agree on such allocation, the Liquidation Fee or Workout Fee shall
be apportioned on the basis of the number of months that each administered such Specially Serviced Loan, over a period commencing on
the date the Commercial Real Estate Loan became a Specially Serviced Loan and ending on the date of the final liquidation of such Specially
Serviced Loan or the closing date of the related workout, as applicable.



    -82-


     


    



Section 7.04     [Reserved].


Section 7.05     [Reserved].


Section 7.06     [Reserved].


 


Section 7.07     Note
Administrator/Trustee Termination Event. As used herein, a “Note Administrator/Trustee Termination Event” means any one
of the following:


 


(a)            any
failure on the part of the Note Administrator or the Trustee, as applicable, duly to observe or perform in any material respect any of
the covenants or agreements on the part of the Note Administrator or Trustee, as applicable, contained in this Agreement, or any representation
or warranty set forth by the Trustee in Section 7.01 shall be untrue or incorrect in any material respect, and, in either
case, such failure or breach materially and adversely affects the value of any Commercial Real Estate Loan or the priority of the lien
on any Commercial Real Estate Loans or the interest of the Issuer therein, which in either case continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure or breach, requiring the same to be remedied, shall have been given to
the Note Administrator or the Trustee, as applicable, by the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or such
extended period of time approved by the Issuer (or the Collateral Manager acting on behalf of the Issuer)); provided that the Note
Administrator or the Trustee, as applicable, is diligently proceeding in good faith to cure such failure or breach; or


 


(b)            a
decree or order of a court or agency or supervisory authority having jurisdiction in respect of the Note Administrator or the Trustee,
as applicable, for the commencement of an involuntary case under any present or future federal or state bankruptcy, insolvency or similar
law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Note Administrator
or the Trustee, as applicable, and such decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days;
or


 


(c)            the
Note Administrator or the Trustee, as applicable, shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Note Administrator or the Trustee,
as applicable, or relating to all or substantially all of its property; or


 


(d)            the
Note Administrator or the Trustee, as applicable, shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations; or


 


(e)            the
Trustee no longer qualifies as a Qualified Trustee or the Note Administrator no longer satisfies the standards set forth in the definition
of Qualified Trustee.


 



    -83-


     


    

 


then, and in each and every case, so long as an
Event of Default with respect to the Note Administrator or the Trustee, as applicable, shall not have been remedied, the Issuer (or the
Collateral Manager acting on behalf of the Issuer) may, by notice in writing to the Note Administrator or the Trustee, as applicable,
in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate
all of the rights and obligations of the Note Administrator or the Trustee, as applicable, under this Agreement and in and to the Collateral
Interests or the related Commercial Real Estate Loans and the proceeds thereof, without the Issuer (or the Collateral Manager acting on
behalf of the Issuer) incurring any penalty or fee of any kind whatsoever in connection therewith; provided, however, that
such termination shall be without prejudice to any rights of the Note Administrator or the Trustee, as applicable, relating to the payment
of any compensation due hereunder or the reimbursement of any Servicing Advance or Servicing Expense which have been made by it under
the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement,
no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in
addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall
be deemed to be a waiver of any Event of Default. On or after the receipt by the Note Administrator or the Trustee, as applicable, of
such written notice of termination from the Issuer (or the Collateral Manager on behalf of the Issuer), all authority and power of the
Note Administrator or the Trustee, as applicable, under this Agreement, whether with respect to the Collateral Interests or the Commercial
Real Estate Loans or otherwise, shall pass to and be vested in the Issuer, and the Note Administrator or the Trustee, as applicable, agrees
to cooperate with the Issuer (or the Collateral Manager on behalf of the Issuer) in effecting the termination of the responsibilities
and rights hereunder of the Note Administrator or the Trustee, as applicable.


 


The Issuer (or the Collateral
Manager on behalf of the Issuer) may waive any default by the Note Administrator or the Trustee, as applicable, in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to
any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.


 


Section 7.08     Trustee
to Act; Appointment of Successor. (a) No appointment of a successor to the Servicer or the Special Servicer hereunder shall be
effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and
liabilities hereunder.


 


(b)            Notwithstanding
anything herein to the contrary, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Noteholders
entitled to a majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, promptly
appoint a Qualified Servicer as the successor to the Servicer or Special Servicer, as the case may be, of all of the responsibilities,
duties and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the
Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee shall be prohibited by law from so acting or is unable
to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Commercial Real Estate Loans
or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements
for payment of increased compensation (including in the event that the Trustee or an affiliate of the Trustee is the successor Servicer
or Special Servicer) at whatever market rate is reasonably necessary to identify and retain an acceptable successor Servicer or Special
Servicer, as the case may be. Any such increased compensation shall be an expense of the Issuer.


 



    -84-


     


    

 


Section 7.09     Collateral
Manager Termination Event. As used herein, a “Collateral Manager Termination Event” means any one of the following:


 


(a)            any
failure by the Collateral Manager to timely make any payment or reimbursement, as the case may be, under the terms of this Agreement when
and as due, which continues unremedied by the Collateral Manager for a period of two (2) Business Days after the date on which
such payment or reimbursement was due; or


 


(b)            any
failure on the part of the Collateral Manager duly to observe or perform in any material respect any of the covenants or agreements on
the part of the Collateral Manager contained in this Agreement, or any representation or warranty set forth by the Collateral Manager
in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure or breach materially and
adversely affects the value of any Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the
interest of the Issuer therein, which in either case continues unremedied for a period of thirty (30) days after the date on which
written notice of such failure or breach, requiring the same to be remedied, shall have been given to the Collateral Manager by the Issuer
(or such extended period of time approved by the Issuer; provided that the Collateral Manager is diligently proceeding in good
faith to cure such failure or breach); or


 


(c)            a
decree or order of a court or agency or supervisory authority having jurisdiction in respect of the Collateral Manager for the commencement
of an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, for the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs shall have been entered against Collateral Manager and such decree or order shall remain
in force undischarged or unstayed for a period of sixty (60) days; or


 


(d)            the
Collateral Manager shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to the Collateral Manager or relating to all or substantially
all of its property; or


 


(e)            the
Collateral Manager shall admit in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the benefit of its creditors or voluntarily
suspends payment of its obligations; or


 


(f)            the
Collateral Manager receives actual knowledge that any Rating Agency has (i) qualified, downgraded or withdrawn its rating or ratings
of one or more Classes of Notes, or (ii) placed one or more Classes of Notes on “watch status” in contemplation of a
rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn
by such Rating Agency within sixty days of the date that the Collateral Manager obtained such actual knowledge) and, in the case of either
of clauses (i) or (ii) above, citing servicing concerns with the Collateral Manager or the Collateral
Manager, as the case may be, as the sole or material factor in such rating action;


 



    -85-


     


    

 


then, and in each and every case, so long as a
Collateral Manager Termination Event shall not have been remedied, the Issuer may, by notice in writing to the Collateral Manager in addition
to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the
rights and obligations of the Collateral Manager under this Agreement and in and to the Collateral Interests and related Commercial Real
Estate Loans and the proceeds thereof, without the Issuer incurring any penalty or fee of any kind whatsoever in connection therewith;
provided, however, that such termination shall be without prejudice to any rights of the Collateral Manager relating to
the reimbursement of any Servicing Expense which have been made by it under the terms of this Agreement through and including the date
of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise
any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Collateral Manager Termination Event.
On or after the receipt by the Collateral Manager of such written notice of termination from the Issuer, all authority and power of the
Collateral Manager under this Agreement, whether with respect to the Collateral Interests or the Commercial Real Estate Loans or otherwise,
shall pass to and be vested in the Issuer, and the Collateral Manager agrees to cooperate with the Issuer in effecting the termination
of the responsibilities and rights hereunder of the Collateral Manager.


 


The Issuer may waive any Collateral
Manager Termination Event. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent expressly so waived.


 


Section 7.10     Closing
Conditions; Issuer Covenants.


 


(a)            Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of the Agreement, the Issuer and any Companion
Participation Holder shall deliver to each of the Servicer, Special Servicer and the Collateral Manager, with a copy to the Note Administrator,
evidence satisfactory to each of the Servicer, Special Servicer and the Collateral Manager substantiating that it is not a Non-Exempt
Person and that the Servicer, Special Servicer and the Collateral Manager is not obligated under applicable law to withhold Taxes on sums
paid to it with respect to the Collateral Interests, the related Commercial Real Estate Loans or otherwise under this Agreement. Without
limiting the effect of the foregoing, provided it is a Qualified REIT Subsidiary at the time of the execution of this Agreement, (A) the
Issuer shall satisfy the requirements of the preceding sentence by furnishing to each of the Servicer, Special Servicer and the Collateral
Manager, with a copy to the Note Administrator, an IRS Form W-9 and (B) if the Issuer ceases to be a Qualified REIT Subsidiary
or entity disregarded as separate from a REIT (for U.S. federal income tax purpose), then the Issuer shall satisfy the requirements of
the preceding sentence by furnishing to each of the Servicer, and the Special Servicer and the Collateral Manager, with a copy to the
Note Administrator, an IRS Form W-8ECI, IRS Form W-8EXP, IRS Form W-8IMY (with appropriate statements), IRS
Form W-8BEN-E or successor forms, as may be required from time to time, duly executed by the Issuer, as evidence of such Issuer’s
exemption from the withholding of United States tax with respect thereto. Each of the Servicer, Special Servicer and the Collateral Manager
shall not be obligated to make any payments hereunder to the Issuer or any Companion Participation Holder until the Issuer or such Companion
Participation Holder, as the case may be, shall have furnished to each of the Servicer, Special Servicer and the Collateral Manager the
requested forms, certificates, statements or documents.


 


(b)            The
obligations of each of the Servicer, the Special Servicer and the Collateral Manager under this Agreement or any transaction contemplated
hereby shall be subject to Issuer’s compliance with all Laws, including Anti-Terrorism Laws, and the continued truthfulness and
completeness of Issuer’s representations and warranties found in Section 7.01(c)(ii) and (iii).


 


Section 7.11     Post-Closing
Performance Conditions.


 


The Servicer, the Special Servicer
and the Issuer (or the Collateral Manager acting on behalf of the Issuer) agree to cooperate with reasonable requests made by the Servicer
or the Special Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer), as applicable, after signing this Agreement
to the extent reasonably necessary for the other to comply with laws and regulations applicable to financial institutions in connection
with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations).


 



    -86-


     


    

 


Article VIII


 


Termination;
Transfer of Collateral Interests


 


Section 8.01     Termination
of Agreement. (a) Subject to the appointment of a Successor and the acceptance of such appointment by such Successor pursuant
to Section 6.03(b), this Agreement may be terminated by the Issuer, with respect to any or all of the Commercial Real Estate
Loans only (i) upon thirty (30) days written notice to the Servicer or without cause upon thirty (30) days written notice to the
Special Servicer, or (ii) in connection with a transfer described in Section 8.02 upon thirty (30) days prior written
notice. Subject to the appointment of a Successor and the acceptance of such appointment by such Successor pursuant to Section 6.03(b),
the Servicer or the Special Servicer, as the case may be, may resign from its duties and obligations hereunder with respect to any Commercial
Real Estate Loans, without cause, upon thirty (30) days written notice to the Issuer.


 


(b)            Termination
pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Issuer, the Note
Administrator, the Trustee, the Servicer, the Special Servicer or any Companion Participation Holder, as the case may be, which may have
accrued through the date of termination hereunder. Upon such termination, the Servicer shall (i) remit all funds in the related Accounts
to the Issuer or such other Person designated by the Issuer, net of accrued Servicing Fees, Additional Servicing Compensation, Additional
Special Servicing Compensation, Special Servicing Fees, Workout Fees or Liquidation Fees and Servicing Advances or Servicing Expenses
through the termination date to which the Servicer and/or Special Servicer would be entitled to payment or reimbursement hereunder; (ii) deliver
all related Servicing Files to the successor servicer or to Persons designated by the Trustee; and (iii) fully cooperate with the
Trustee, the Note Administrator and any new servicer or special servicer to effectuate an orderly transition of Servicing or Special Servicing
of the related Commercial Real Estate Loans. Upon such termination, any Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation
Fees, Additional Servicing Compensation, Additional Special Servicing Compensation, Servicing Advances (with interest thereon at the Advance
Rate), Servicing Expenses (with interest thereon at the Advance Rate) which remain unpaid or unreimbursed after the Servicer or the Special
Servicer, as the case may be, has netted out such amounts pursuant to the preceding sentence, shall be remitted by the Issuer to the Servicer
or the Special Servicer, as the case may be, within ten (10) Business Days after the Issuer’s receipt of an itemized invoice
therefor to the extent the Servicer or the Special Servicer, as applicable, is terminated without cause.


 


            Section 8.02     Transfer
of Collateral Interests. (a) The Servicer or the Special Servicer, as the case may be, acknowledges that any or all of the Collateral
Interests may be sold, transferred, assigned or otherwise conveyed by the Issuer to any third party pursuant to the terms and conditions
of this Agreement and the Indenture without the consent or approval of the Servicer or the Special Servicer, as the case may be. Any such
transfer shall constitute a termination of this Agreement with respect to such Collateral Interest and any Companion Participation, subject
to the Issuer’s notice requirements under Section 8.01(a). The Issuer acknowledges that the Servicer or the Special
Servicer, as the case may be, shall not be obligated to perform Servicing or Special Servicing, as applicable, with respect to such transferred
Collateral Interests (or any related Companion Participation) for any such third party unless and until the Servicer or the Special Servicer,
as applicable, and such third party execute a servicing agreement having terms which are mutually agreeable to the Servicer or the Special
Servicer, as applicable, and such third party; provided, however, no such third party shall be obligated to engage the Servicer
or the Special Servicer, as the case may be, to perform Servicing or Special Servicing with respect to the transferred Collateral Interests
(or any related Companion Participation) (or be liable for any of the obligations of Issuer hereunder).


 



    -87-


     


    

 


(b)            Until
the Servicer or the Special Servicer, as the case may be, receives written notice from the Issuer of the sale, transfer, assignment or
conveyance of one or more Collateral Interests, the Issuer shall be presumed to be the owner and holder of such Collateral Interests,
the Servicer or the Special Servicer, as the case may be, shall continue to earn Servicing Fees, Special Servicing Fees, Workout Fees
or Liquidation Fees, Additional Servicing Compensation, Additional Special Servicing Compensation and any other compensation hereunder
with respect to such Collateral Interests (or any related Companion Participations as provided herein) and the Servicer shall continue
to remit payments and other collections in respect of such Collateral Interests to the Issuer or the Note Administrator, as applicable,
pursuant to the terms and provisions hereof.


 


Article IX


 


Miscellaneous
Provisions


 


            Section 9.01     Amendment;
Waiver. This Agreement contains the entire agreement between the parties relating to the subject matter hereof, and no term or provision
hereof may be amended or waived except from time to time by:


 


(a)            The
mutual agreement of the Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Advancing Agent, the Servicer and the
Special Servicer, without the consent of any of the Noteholders or the Rating Agencies, (i) to cure any ambiguity, (ii) to correct
or supplement any provision herein which may be inconsistent with any other provision herein or in the Offering Memorandum, (iii) to
add any other provisions with respect to matters or questions arising under this Agreement or (iv) for any other purpose provided,
that such action shall not adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder.


 


(b)            The
Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Servicer and the Special Servicer, and with the written consent
of the Noteholders evidencing, in the aggregate, not less than a Majority of the Voting Rights of the Noteholders for the purpose of adding
any provisions to or changing in any manner or eliminating any provisions of this Agreement that materially and adversely affect the rights
of the Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, delay the
timing of or change the manner in which payments received on or with respect to the Commercial Real Estate Loans are required to be distributed
with respect to any Underlying Note without the consent of the Noteholders, (ii) adversely affect in any material respect the interests
of the holders of a Class of Notes in a manner other than as set forth in (i) above without the consent of the holders of such
Class of Notes evidencing, in the aggregate, not less than 51% of the Voting Rights of such Class of Notes; (iii) reduce
the aforesaid percentages of Voting Rights of the Notes, the holders of which are required to consent to any such amendment without the
consent of 51% of the holders of any affected Class of Notes of then outstanding or, (iv) alter the obligations of the Issuer
to make an advance or to alter the Servicing Standard set forth herein.


 


(c)            It
shall not be necessary for the consent of Noteholders under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Issuer may prescribe.


 



    -88-


     


    

 


(d)            In
connection with any proposed amendment hereto, the Trustee, the Note Administrator, the Servicer and the Special Servicer (i) shall
each be entitled to receive such officer’s certificates as required for amendments to and pursuant to this Agreement, and (ii) shall
not be required to enter into any amendment that affects its obligations, rights, or indemnities hereunder.


 


(e)            No
amendment of this Agreement shall adversely affect in any material respect the interests of any Companion Participation Holder without
the consent of such Companion Participation Holder.


 


(f)            Promptly
after the execution of any amendment to this Agreement, the Issuer or the Note Administrator shall furnish a copy of such amendment to
each Noteholder and the 17g-5 Information Provider pursuant to the terms of the Indenture.


 


(g)            The
parties to this Agreement shall be entitled to rely upon an Officer’s Certificate of the Issuer in determining whether or not the
Holders would be materially or adversely affected by such change (after giving notice of such change to the Holders). Such determination
shall be conclusive and binding on all present and future Holders. None of the parties to this Agreement shall be liable for any such
determination made in good faith.


 


Section 9.02     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of
conflicts of laws.


 


Section 9.03     Notices.
All demands, notices and communications hereunder shall be in writing and addressed in each case as follows:


 


		(a)	if to the Issuer, at:

GPMT 2021-FL4, Ltd.

3 Bryant Park, 24th Floor

New York, NY 10036

Attention: General Counsel

Email: GPMT2021-FL4@gpmtreit.com;



 


		(b)	if the Collateral Manager, at:



 


GPMT Collateral Manager LLC

590 Madison Avenue, 38th Floor

New York, New York 10022

Attention: General Counsel

Email: GPMT2021-FL4@gpmortgagetrust.com;


 


		(c)	 if to the Note Administrator, at

Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – GPMT 2021-FL4;



 


with a copy by email to: trustadministrationgroup@wellsfargo.com
and cts.cmbs.bond.admin@wellsfargo.com;


 



    -89-


     


    

 


		(d)	if to the Trustee, at

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – GPMT 2021-FL4

Facsimile number: (302) 636-6196;



 


with a copy to:

Email: cmbstrustee@wilmingtontrust.com;


 


		(e)	if to the Servicer or the Special Servicer, at

Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: Servicing;



 


with copies by email to:

servicernotice@trimontrea.com; CMBSServicing@trimontrea.com; and 

legaldepartment@trimontrea.com;


 


		(f)	if to the Advancing Agent, at

GPMT Seller LLC

3 Bryant Park, 24th Floor

New York, NY 10036

Attention: General Counsel

Email: GPMT2021-FL4@gpmtreit.com; and



 


		(g)	if to the initial Companion Participation Holders, at the addresses set forth on Exhibit E hereto.



 


Any of the above-referenced Persons may change
its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed to have
been given at the time of the delivery at the address of such Person for notices hereunder if personally delivered, mailed by certified
or registered mail, postage prepaid, return receipt requested, or sent by overnight courier or telecopy; provided, however,
that any notice delivered after normal business hours of the recipient or on a day which is not a Business Day shall be deemed to have
been given on the next succeeding Business Day.


 


To
the extent that any demand, notice or communication hereunder is given to the Servicer or the Special Servicer, as the case may be, by
a Responsible Officer of the Issuer (or the Collateral Manager on its behalf), such Responsible Officer shall be deemed to have the requisite
power and authority to bind the Issuer with respect to such communication, and the Servicer or the Special Servicer, as the case may be,
may conclusively rely upon and shall be protected in acting or refraining from acting upon any such communication. To the extent that
any demand, notice or communication hereunder is given to the Issuer by a Responsible Officer of the Servicer, the Special Servicer, the
Trustee or the Note Administrator, as the case may be, such Responsible Officer shall be deemed to have the requisite power and authority
to bind such party with respect to such communication, and the Issuer may conclusively rely upon and shall be protected in acting or refraining
from acting upon any such communication.


 



    -90-


     


    

 


Section 9.04     Severability
of Provisions. If one or more of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable,
such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity
or unenforceability shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties thereunder.
To the extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.


 


Section 9.05     Inspection
and Audit Rights. (a) The Servicer and the Special Servicer, as the case may be, agree that, on reasonable prior notice, it will
permit any agent or representative of the Issuer, during the normal business hours, to examine all the books of account, records, reports
and other papers of the Servicer and the Special Servicer, as the case may be, relating to the Commercial Real Estate Loans, to make copies
and extracts therefrom, to cause such books to be audited by accountants selected by the Issuer, and to discuss matters relating to the
Commercial Real Estate Loans with the officers, employees and accountants of the Servicer and the Special Servicer (and by this provision
the Servicer and the Special Servicer hereby authorize such accountants to discuss with such agents or representatives such matters),
all at such reasonable times and as often as may be reasonably requested. Any expense incident to the exercise by the Issuer of any right
under this Section shall be borne by the Issuer.


 


(b)            The
Special Servicer shall, on reasonable prior notice, permit any agent or representative of the Collateral
Manager, the holder of a Controlling Companion Participation, the Note Administrator, the Trustee and any applicable person in
accordance with the control and consultation procedures of Section 3.23, during
normal business hours, to examine all the books of account, records, reports and other papers of the Special Servicer relating to the
Specially Serviced Loans and to generally review the Special Servicer’s operational practices in respect of Specially Serviced Loans
to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard under this Agreement.


 


Section 9.06     [Reserved].


 


Section 9.07     Binding
Effect; No Partnership; Counterparts. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the parties hereto. Nothing herein contained shall be deemed or construed to create a partnership
or joint venture between the parties hereto and the services of the parties hereto other than the Issuer shall be rendered as an Independent
Contractor for the Issuer. 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 and any document in
the Collateral Interest File 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.


 



    -91-


     


    

 


Section 9.08     Protection
of Confidential Information. The Servicer and the Special Servicer shall keep confidential
and shall not divulge to any party, without the Issuer’s prior written consent, any information pertaining to the Commercial Real
Estate Loans or the Obligors except to the extent that (a) it is appropriate for the Servicer and the Special Servicer to do so (i) in
working with legal counsel, auditors, other advisors, taxing authorities, regulators or other governmental agencies or in connection with
performing its obligations hereunder, (ii) in accordance with the Servicing Standard or (iii) when required by any law, regulation,
ordinance, administrative proceeding, governmental agency, court order or subpoena or (b) the Servicer or the Special Servicer, as
the case may be, is disseminating general statistical information relating to the assets (including
the Commercial Real Estate Loans) being serviced by the Servicer or the Special Servicer, as the case may be, so long as the Servicer
or the Special Servicer does not identify the Obligors. Unless prohibited by law, statute, rule or court order, Servicer or the Special
Servicer, as the case may be, shall promptly notify Issuer of any such disclosure pursuant to clause (iii); provided,
however, the Servicer or the Special Servicer, as the case may be, shall still make such disclosure absent a court order directing
it to stop or terminate such disclosure.


 


Section 9.09     General
Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)            the
terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and
the use of any gender herein shall be deemed to include the other gender;


 


(b)            accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;


 


(c)            references
herein to an “Article,” “Section,” or other subdivision without reference to a document are to the designated
Article, Section or other applicable subdivision of this Agreement;


 


(d)            reference
to a Section, subsection, paragraph or other subdivision without further reference to a specific Section is a reference to such Section,
subsection, paragraph or other subdivision, as the case may be, as contained in the same Section in which the reference appears;


 


(e)            the
words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as
a whole and not to any particular provision;


 


(f)            the
term “include” or “including” shall mean without limitation by reason of enumeration; and


 


(g)            the
Article, Section and subsection headings herein are for convenience of reference only, and shall not limit or otherwise affect the
meaning of the provisions contained therein.


 


            Section 9.10     Further
Agreements. Each party hereto agrees: (a) to execute and deliver to the other such additional documents, instruments or agreements
as may be reasonably requested by the other parties hereto and as may be necessary or appropriate to effectuate the purposes of this Agreement;


 


(b)            that
neither the Servicer nor the Special Servicer, as the case may be, shall be responsible for any federal, state or local securities reporting
requirements related to servicing for the Commercial Real Estate Loans; and


 


(c)            that
neither the Servicer nor the Special Servicer, as the case may be, shall be (and cannot be) performing any broker-dealer activities.


 



    -92-


     


    

 







Section 9.11     Rating
Agency Notices. (a) The Issuer (or the Collateral Manager acting on behalf of the Issuer) shall deliver written notice of the
following events to (i) DBRS, Inc., 22 West Washington Street, Chicago, Illinois 60602, Attention: CMBS Surveillance, Fax:
(312) 332-3492, Email: cmbs.surveillance@morningstar.com, and (ii) Moody’s Investor Services, Inc., 7 World Trade Center,
250 Greenwich Street, New York, New York 10007, Attention: CRE CDO Surveillance, (or by electronic mail at moodys_cre_cdo_monitoring@moodys.com),
or such other address that any Rating Agency shall designate in the future, promptly following the occurrence thereof: (a) any amendment
to this Agreement or any other documents included in the Indenture; (b) any Event of Default; (c) any change in or the termination
of the Collateral Manager; (d) the removal of the Servicer or the Special Servicer or any successor servicer as Servicer or successor
special servicer as Special Servicer; (e) any inspection results received in writing (whether structural, environmental or otherwise)
of any Mortgaged Property; (f) final payment to the Noteholders; or (g) any change in a property manager. In addition, the Monthly
Reports, the CREFC® Investor Reporting Package and the CREFC® Special Servicer Loan File and such other reports provided for hereunder
or under the Indenture shall be made available to the Rating Agencies at the time such documents are required to be delivered pursuant
to the Indenture. The Servicer or the Special Servicer and the Issuer also shall furnish such other information regarding the Commercial
Real Estate Loans as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without
unreasonable effort or expense. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event under this Agreement.


 





(b)            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). The Servicer
may (but is not required to) provide information and notices directly to the Rating Agencies the earlier of (a) upon notice that
the information is posted to the 17g-5 Website and (b) at the same time the information or notice was provided to the 17g-5 Information
Provider in accordance with the procedures in Section 14.13 of the Indenture.


 


(c)            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 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 9.11 and shall not deliver to the Rating Agencies any report, statement, request or other information relating to
the Notes or the Commercial Real Estate Loans other than in compliance with such provisions.


 


(d)            The
Collateral Manager, the Servicer and the Special Servicer shall be permitted (but not obligated) to orally communicate with the Rating
Agencies regarding any of the Loan Documents and any other matters related to the Commercial Real Estate Loans, the related Mortgaged
Properties, the related mortgagors or any other matters relating to this Agreement; provided that such party summarizes the information
provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary
in accordance with the procedures set forth herein the same day such communication takes place; provided, further, that
the summary of such oral communications shall not identity which Rating Agency the communication was with. The 17g-5 Information Provider
shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in the Indenture.


 



    -93-


     


    

 





(e)            None
of the foregoing restrictions in this Section 9.11 prohibit or restrict oral or written communications, or providing information,
between the Servicer or Special Servicer, 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 Commercial Real Estate Loans to any Rating Agency in connection with any such review and evaluation by such Rating Agency unless
(x) Obligor, property or deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5
Information Provider and has been uploaded onto the 17g-5 Website; or (z) the Rating Agency confirms in writing that it does not
intend to use such information in undertaking credit rating surveillance with respect to the Notes.


 


Section 9.12     Limited
Recourse and Non-Petition. (a) Notwithstanding any other provision of this Agreement, the
Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree and acknowledge
that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Commercial
Real Estate Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following
realization of all of the Commercial Real Estate Loans, all obligations of the Issuer and all claims of Servicer, the Special Servicer,
the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee against the Issuer under this Agreement shall be extinguished
and shall not thereafter revive. Each of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator
and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations
of the Issuer, and that none of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator
or the Trustee will have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect
to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby.


 


(b)            Notwithstanding
any other provision of this Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator
and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy against the Issuer for the non-payment
to the Servicer, the Special Servicer, the Collateral Manager, or the Trustee of any amounts due pursuant to this Agreement until at least
one year and one day, or, if longer, the applicable preference period then in effect (including any period established pursuant to the
laws of the Cayman Islands), after the payment in full of all Notes.


 


(c)            The
provisions of this Section 9.12 shall survive the termination of this Agreement for any reason whatsoever.


 


Section 9.13     Capacity
of Trustee and Note Administrator. It is expressly understood and agreed by the parties hereto
that (i) this Agreement is executed and delivered by each of the Trustee and the Note Administrator, not individually or personally,
but solely in its respective capacity as trustee and note administrator, as applicable, on behalf of the Issuer, in the exercise of the
powers and authority conferred and vested in it under the Indenture for the Issuer, and pursuant to the direction of the Issuer, (ii) under
no circumstances shall the Trustee or Note Administrator be liable for the payment of any indebtedness or expenses of the Issuer, or be
liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement
or any other agreement including the Indenture for the Issuer or any related document; and (iii) the Trustee and the Note Administrator
shall not have any obligations or duties under this Agreement except as expressly set forth herein, no implied duties on the part of the
Trustee or the Note Administrator shall be read into this Agreement, and nothing herein shall be construed to be an assumption by the
Trustee or the Note Administrator of any duties or obligations of any other party to this Agreement, the Indenture or any related document,
the duties of the Trustee and the Note Administrator being solely those set forth in the related Servicing Agreement and/or Indenture,
as applicable.


 



    -94-


     


    




 


Each of the Trustee and the
Note Administrator shall be entitled to all the rights, protections, immunities, and indemnities under the Indenture as if specifically
set forth herein.


 


Section 9.14     Third-Party
Beneficiaries. The parties to this Agreement acknowledge that the Seller and each Companion Participation Holder is an intended third-party
beneficiary in respect of the rights afforded it under this Agreement and may directly enforce such rights.


 


[SIGNATURE PAGES FOLLOW]


 



    -95-


     


    

 


IN WITNESS WHEREOF, the Issuer,
the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee and the Advancing Agent have caused this
Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.


 


	 	With respect to the Issuer only, executed as a Deed by
	 	 	 
	 	GPMT 2021-FL4, LTD., as Issuer
	 	 	 
	 	By:	/s/ Michael J. Karber
	 	 	Name: Michael J. Karber
	 	 	Title: Authorized Signatory



 


GPMT 2021-FL4 – Servicing
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 – Servicing
Agreement


 



    


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By: 	/s/ Jacob Stapleford
	 	 	Name: Jacob Stapleford
	 	 	Title: Banking Officer



 


GPMT 2021-FL4 – Servicing
Agreement


 



    


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as Attorney-in-Fact
	 	 	 
	 	By:	/s/ Linda Lopez
	 	 	Name: Linda Lopez
	 	 	Title: Assistant Vice President



 


GPMT 2021-FL4 – Servicing Agreement


 



    


     


    

 


	 	GPMT SELLER LLC, as Advancing Agent
	 	 	 
	 	By:	/s/ Michael J. Karber
	 	 	Name: Michael J. Karber
	 	 	Title: General Counsel and Secretary



 


GPMT 2021-FL4 – Servicing Agreement


 



    


     


    

 


	 	TRIMONT REAL ESTATE ADVISORS, LLC, as Servicer
	 	 	 
	 	By: 	/s/ Mitchell Hunter
	 	 	Name: Mitchell Hunter
	 	 	Title: Authorized Signatory



 


GPMT 2021-FL4 – Servicing Agreement


 



    


     


    

 


	 	TRIMONT REAL ESTATE ADVISORS, LLC, as Special Servicer
	 	 	 
	 	By: 	/s/ Mitchell Hunter
	 	 	Name: Mitchell Hunter
	 	 	Title: Authorized Signatory



 


GPMT 2021-FL4 – Servicing Agreement