Exhibit 10.4


 


EXECUTION
VERSION


 


 


SERVICING AGREEMENT


 


Dated as of May 14, 2021


 


by and among


 


GPMT 2021-FL3, LTD.

 “Issuer”


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

 “Trustee”


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

 “Note Administrator”


 


GPMT SELLER LLC

 “Advancing Agent”


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

 “Servicer”


 


TRIMONT REAL ESTATE ADVISORS, LLC

 “Special Servicer”


 


and


 


PARK BRIDGE LENDER SERVICES LLC

 “Operating Advisor”


 


 









    


     


    

 


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	29
	Section 2.02	Sub-Servicing	32
	Section 2.03	Authority of the Servicer or the Special Servicer	33
	Section 2.04	Certain Calculations	34
	Article III
	 
	services to be performed
	 
	Section 3.01	Servicing; Special Servicing	35
	Section 3.02	Escrow Accounts; Collection of Taxes, Assessments and Similar Items	37
	Section 3.03	Collection Account and Participated Loan Collection Account	38
	Section 3.04	Eligible Investments	41
	Section 3.05	Maintenance of Insurance Policies	42
	Section 3.06	Delivery and Possession of Servicing Files	43
	Section 3.07	Inspections; Financial Statements	43
	Section 3.08	Exercise of Remedies upon Serviced Commercial Real Estate Loan Defaults	44
	Section 3.09	Enforcement of Due-On-Sale Clauses; Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	44
	Section 3.10	Appraisals; Realization upon Defaulted Collateral Interests	47
	Section 3.11	Annual Statement as to Compliance	50
	Section 3.12	Annual Independent Public Accountants’ Servicing
Report	50
	Section 3.13	Title and Management of REO Properties and REO Accounts	50
	Section 3.14	Cash Collateral Accounts	52
	Section 3.15	Modification, Waiver, Amendment and Consents	53
	Section 3.16	Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report	57
	Section 3.17	Sale of Defaulted Collateral Interests or Impaired Collateral Interests	60
	Section 3.18	Sale of Collateral Interests Pursuant to Indenture; Auction Call Redemption	63
	Section 3.19	Repurchase Requests	65
	Section 3.20	Investor Q&A Forum and Rating Agency Q&A Forum and Servicer Document Request Tool	65
	Section 3.21	Duties under Indenture; Miscellaneous	66
	Section 3.22	Operating Advisor	67
	Section 3.23	Control and Consultation	69
	Section 3.24	Reference to the Directing Holder	72
	Section 3.25	Certain Matters Related to the Participated Loans	72
	Section 3.26	Ongoing Future Advance Estimates	75



 






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	Article IV
	 
	statements and reports
	 
	Section 4.01	Reporting by the Servicer, the Special Servicer and the Operating Advisor	77
	 	 	 
	Article V
	 
	SERVICER and special servicer COMPENSATION AND ExPENSES; operating advisor compensation
	 
	Section 5.01	Servicing Compensation	79
	Section 5.02	Servicing Advances; Servicer Expenses	80
	Section 5.03	Special Servicing Compensation	83
	Section 5.04	Operating Advisor Compensation	85
	 	 	 
	Article VI
	 
	The Servicer and the Issuer
	 
	Section 6.01	No Assignment; Merger or Consolidation	85
	Section 6.02	Liability and Indemnification	85
	Section 6.03	Eligibility; Successor, the Servicer, the Special Servicer or the Operating Advisor	87
	 	 	 
	Article VII
	 
	Representations and Warranties; Termination Events
	 
	Section 7.01	Representations and Warranties	89
	Section 7.02	Servicer Termination Event	94
	Section 7.03	Termination of the Special Servicer by the Subordinate Class Representative	96
	Section 7.04	Termination of the Special Servicer by the Noteholders	96
	Section 7.05	Termination of the Special Servicer Upon Operating Advisor’s Recommendation	97
	Section 7.06	Termination of the Operating Advisor	98
	Section 7.07	Note Administrator/Trustee Termination Event	100
	Section 7.08	Trustee to Act; Appointment of Successor	101
	Section 7.09	Closing Conditions; Issuer Covenants	101
	Section 7.10	Post-Closing Performance Conditions	102
	 	 	 
	Article VIII
	 
	Termination; Transfer of Collateral Interests
	 
	Section 8.01	Termination of Agreement	102
	Section 8.02	Transfer of Collateral Interests	103



 






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	Article IX
	 
	Miscellaneous Provisions
	 
	Section 9.01	Amendment; Waiver	103
	Section 9.02	Governing Law	104
	Section 9.03	Notices	105
	Section 9.04	Severability of Provisions	107
	Section 9.05	Inspection and Audit Rights	107
	Section 9.06	Operating Advisor Contact with the Servicer and the Special Servicer	107
	Section 9.07	Binding Effect; No Partnership; Counterparts	107
	Section 9.08	Protection of Confidential Information	108
	Section 9.09	General Interpretive Principles	108
	Section 9.10	Further Agreements	109
	Section 9.11	Rating Agency Notices	109
	Section 9.12	Limited Recourse and Non-Petition	110
	Section 9.13	Capacity of Trustee and Note Administrator	111
	Section 9.14	Third-Party Beneficiaries	111
	 	 	 
	EXHIBIT A	Collateral Interest Schedule	 
	EXHIBIT B	Applicable Servicing Criteria in Item 1122 of Regulation AB	 
	EXHIBIT C	Form of Operating Advisor Annual Report	 
	EXHIBIT D	Form of Operating Advisor’s Two Quarter Future Advance Estimate	 
	EXHIBIT E	Participation Holder Register	 
	EXHIBIT F	Form of Future Funding Monthly Report	 


 






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THIS
SERVICING AGREEMENT dated as of May 14, 2021 is by and among GPMT 2021-FL3, Ltd. (the “Issuer”), an
exempted company incorporated with limited liability under the laws of the Cayman Islands, 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”), Wells Fargo Bank, National
Association, as servicer (in such capacity, the “Servicer”), Trimont Real Estate Advisors, LLC, as special servicer
(the “Special Servicer”) and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”).


 


PRELIMINARY STATEMENTS


 


The Issuer desires to engage
the Servicer, the Special Servicer, the Advancing Agent, the Trustee, the Note Administrator and the Operating Advisor, and the Servicer,
the Special Servicer, the Advancing Agent, the Trustee, the Note Administrator and the Operating Advisor, 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,
Pre-Approved Modifications and/or Significant 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 Subordinate Class Representative, that relates
exclusively to (a) 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, (i) any alternative rate index and alternative rate spread that the Subordinate Class Representative
determines are reasonably necessary to reduce or eliminate such mismatch and (ii) 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 (b) with respect to any Commercial Real Estate Loan other than a Commercial Real Estate Loan related to an Impaired 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 an Obligor 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.


 






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“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
Adjusted Outstanding Portfolio Balance” means, on any Measurement Date, the sum (without duplication) of: (a) the
aggregate Principal Balance of the Collateral Interests (other than Collateral Interests as to which an Appraisal Reduction Event has
occurred), (b) the aggregate principal balance of all Principal Proceeds held as cash and Eligible Investments and all cash and Eligible
Investments held in the Permitted Companion Participation Acquisition Account; and (c) with respect to each Collateral Interest as
to which an Appraisal Reduction Event has occurred, the principal balance of such Collateral Interest minus any Appraisal Reduction
Amount allocated to such Collateral Interest.


 


“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
underlying Participated 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:


 


(a)            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);


 


(b)            receipt
of notice that the related Obligor 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 Obligor 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;


 


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


 


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


 


(e)            a
payment default occurs with respect to a Balloon Payment due on such Commercial Real Estate Loan; provided, however
if (i) the related Obligor is diligently seeking a


 






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refinancing commitment 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, the Operating Advisor, the applicable
Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related
Collateral Interest), (ii) the related Obligor continues to make its assumed scheduled monthly payment, (iii) no other Appraisal
Reduction Event has occurred with respect to that Commercial Real Estate Loan and (iv) for so long as no Control Termination Event
has occurred and is continuing with respect to the related Collateral Interest, the applicable Directing Holder consents, an Appraisal
Reduction Event 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 Obligor
has delivered to the Servicer, who has promptly delivered a copy to the Special Servicer, the Operating Advisor, the applicable Directing
Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral
Interest), on or before the 90th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer,
and the Obligor 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.


 


“Appraiser”:
An Independent appraiser, selected by the Special Servicer, which shall be made in consultation
with the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing
with respect to the related Collateral Interest), 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.


 


“As-Stabilized
LTV”: With respect to any Collateral Interest as of any date of determination, (a) the outstanding principal balance of
the related Mortgage Loan assuming that all Future Funding Amounts have been drawn thereunder as of such date, divided by (b) the
 “as-stabilized” appraised value of the related Mortgaged Property or Mortgaged Properties in accordance with an appraisal
or an updated appraisal that is not more than twelve (12) months old as of such date. Unless reference is made specifically to the Mortgage
Loan or the mezzanine loan, with respect to each Mortgage loan and related mezzanine loan, the related Mortgage Loan and the related mezzanine
loan are treated as a single Mortgage Loan for purposes of calculating the As-Stabilized LTV.


 


“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.


 






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“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”: Each Collateral Interest that is not a Non-CLO Controlled Collateral Interest. As of
the Closing Date, each of the Collateral Interests, other than the Collateral Interests identified on Schedule A of the Indenture
as “1115 46th Avenue” and “The Rowan” will be a CLO Controlled Collateral Interest.


 


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


 


“Closing
Date”: May 14, 2021.


 


“Co-Issuer”:
GPMT 2021-FL3 LLC, a Delaware limited liability company.


 


“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 Transaction Participations acquired by the Issuer on the
Closing Date and listed on the Collateral Interest Schedule and (b) any Related Funded Companion Participation acquired by the Issuer
after the Closing Date in accordance with the terms of the Indenture.


 


“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.


 






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“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.


 


“Companion
Participation”: With respect to each Transaction 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.


 


“Consultation
Termination Event”: Will occur and be continuing if the Aggregate Outstanding Portfolio Balance is less than the sum
of the Aggregate Outstanding Amount of all of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C
Notes, Class D Notes and the Class E Notes (but excluding any Deferred Interest added to the Aggregate Outstanding Amount of
the Class C Notes, Class D Notes or the Class E Notes, as applicable). A Consultation Termination Event will only impact
the rights of the Subordinate Class Representative, as Directing Holder, with respect to CLO Controlled Collateral Interests.


 


“Control
Shift Event”: Will occur and be continuing with respect to any of the Class F Notes, the Class G Notes or the
Preferred Shares if, and for so long as, the Appraisal Adjusted Outstanding Portfolio Balance is less than the sum of (a) the Aggregate
Outstanding Amount of each Class of Notes more senior to such Class of Notes or the Preferred Shares (but excluding any Deferred
Interest added to the Aggregate Outstanding Amount of any Deferred Interest Notes) plus (b) 25% of the Aggregate Outstanding Amount
of such Class of Notes (but excluding any Deferred Interest added to the Aggregate Outstanding Amount thereof) or, in the case of
the Preferred Shares, 25% of the notional amount of the Preferred Shares.


 


“Control
Termination Event”: Will occur and be continuing if a Control Shift Event with respect to the Class F Notes has
occurred and is continuing. A Control Termination Event will only impact the rights of the Subordinate Class Representative, as Directing
Holder, with respect to CLO Controlled Collateral Interests.


 


“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


 






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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.


 


“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.


 


“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, the fee payable to the Trustee or the fee payable to the Operating Advisor.


 


“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.


 






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“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.


 


“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.


 


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


 


“Determination
Date”: The 11th calendar day of each month or, if such date is not a Business Day, the immediately succeeding Business
Day, commencing on the Determination Date in June 2021.


 


“Directing
Holder”: (a) With respect to each CLO Controlled Collateral Interest, the Subordinate Class Representative
and (b) with respect to each Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation,
unless such Controlling Companion Participation is acquired in its entirety by the Issuer, in which case the Directing Holder for the
related Collateral Interest will be the Subordinate Class Representative. The initial Directing Holder with respect to each Collateral
Interest is set forth on Exhibit E attached hereto. Each of the parties to this Agreement may assume that the identity of
the Directing Holder has not changed until such parties receive written notice (along with contact information) of a replacement or the
resignation of the then-current Directing Holder.


 


“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).


 


“Eligible Account”:
As defined in the Indenture.


 


“Eligible Investments”:
As defined in the Indenture.


 






    -8-


     


    

 


“Eligible
Operating Advisor”: An institution (a) that, within the twelve (12) months prior to any date of determination,
has acted as the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by DBRS Morningstar,
KBRA, Fitch, Moody’s or S&P, but has not been the special servicer on a transaction for which any of DBRS Morningstar, KBRA,
Fitch, Moody’s or S&P has downgraded or withdrawn its rating or ratings of, one or more classes of certificates or notes for
such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (b) that
can and will make the applicable representations and warranties set forth in Section 7.01(d) of this Agreement, (c) that
is not the Issuer, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Advancing Agent, the Seller, the Subordinate
Class Representative, the Directing Holder, or, except as provided in Section 7.06(b) with respect to the Trustee
and the Note Administrator, an affiliate of any of the foregoing, and (d) that has not been paid any fees, compensation or other
remuneration by the Special Servicer or a successor Special Servicer (i) in respect of its obligations under this Agreement or (ii) for
the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.


 


“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.


 


“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 applicable Directing Holder, which shall not include any
communication (other than the related Final Asset Status Report) between the Special Servicer and such Directing Holder with respect to
such Specially Serviced Loan, and the Special Servicer has otherwise communicated to the Operating Advisor as being final; provided
that no Asset Status Report shall be considered to be a Final Asset Status Report unless (prior to the occurrence and continuance of a
Control Termination Event with respect to the related Collateral Interest) the applicable Directing Holder, pursuant to the control and
consultation procedures set forth in Section 3.23, 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 or consent pursuant to this Agreement in respect of such
action, or has been deemed to approve or consent to such action or the Asset Status Report is otherwise implemented by the Special Servicer
in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence
of a Consultation Termination Event, an Asset Status Report with respect to the related Collateral Interest shall be considered a Final
Asset Status Report upon the Special Servicer’s determination, subject to any required consultation pursuant to the consultation
procedures set forth in Section 3.23(e).


 


“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


 






    -9-


     


    

 


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.


 


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


 


“Holder”:
As defined in the Indenture.


 


“Impaired Collateral
Interest”: As defined in Section 3.17(g).


 


“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.


 


“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.


 


“Interested
Person”: The Servicer, the Special Servicer, the Subordinate Class Representative, any Directing Holder, the Seller
or any of its Affiliates, any independent contractor engaged by the Special Servicer, or, in connection with any individual Commercial
Real Estate Loan, the Obligor, the manager of


 






    -10-


     


    

 


the related Mortgaged Property,
the holder of a related mezzanine loan or companion participation, or any Affiliate of any of the preceding entities.


 


“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.


 


“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) of the definition
of Liquidation Proceeds or clause (d) 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) any sale of a Collateral Interest or Commercial
Real Estate Loan pursuant to Section 12.1(a) of the Indenture or (d) 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 Subordinate Class Representative upon the occurrence of a Loan-Level Benchmark Transition
Event, which, in the case of a


 






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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 Subordinate
Class Representative 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.


 


“Loan-Level
Benchmark Transition Event”: With respect to any Serviced Commercial Real Estate Loan, any determination by the Subordinate
Class Representative (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;


 






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(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);


 


(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
or 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 a Obligor under a Mortgage Loan that is
either acquired by the Issuer or in which a Transaction Participation represents an interest.


 


“Modified
Loan”: A Commercial Real Estate Loan that has been modified, other than pursuant to an Administrative Modification or
Pre-Approved 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


 






    -13-


     


    

 


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


 


(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.


 


The
Commercial Real Estate Loans related to the Collateral Interest referred to on Exhibit A as “Times Square West,”
 “516-530 West 25th St,” “View at Kessler” and “Commonwealth Building,” will not become a Modified
Loans solely as a result of the occurrence of a Pre-Approved Modification.


 


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


 


“Monthly
Operating Advisor Fee”: Means a monthly fee payable to the Operating Advisor on each Remittance Date from amounts received
in respect of the Collateral Interests owned by the Issuer, in an amount equal to one-twelfth (1/12th) of $20,000.


 


“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 Transaction 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 mortgage 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.


 






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“Non-CLO
Controlled Collateral Interests”: Each Collateral Interest that is a Transaction Participation that is owned by the Issuer,
but is controlled by the holder of a Controlling Companion Participation under the related Participation Agreement. If the Issuer acquires
a Non-CLO Controlled Collateral Interest and then subsequently acquires the related Controlling Companion Participation, the related Collateral
Interest (together with such Controlling Companion Participation) shall become a CLO Controlled Collateral Interest. For the avoidance
of doubt, a Collateral Interest shall not be considered a Non-CLO Controlled Collateral Interest solely as a result of the Issuer, in
its capacity as the holder of the related Transaction Participation, being required to obtain consent of the holder of the related Companion
Participation with respect to (a) pre-default decisions in accordance with the related Participation Agreement or (b) in the
event the related Participated Loan is a Defaulted Collateral Interest or an Impaired Collateral Interest, Major Decisions. As of the
Closing Date, each of the Collateral Interests named “1115 46th Avenue” and “The Rowan” will be a Non-CLO Controlled
Collateral Interest.


 


“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.


 


“Non-Material Borrower
Request”: Any Obligor request that does not require the consent of the Subordinate Class Representative (with respect to
each Collateral Interest other than a Non-CLO Controlled Collateral Interest) or, the holder of the related Controlling Companion Participation
(with respect to a Non-CLO Controlled Collateral Interest).


 


“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 “1115 46th Avenue,” “The Rowan” and “5250 Lankershim Plaza.”


 


“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,


 






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(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, the Note Administrator and the Operating Advisor and the applicable Directing Holder. 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.


 


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.


 






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“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, the Operating Advisor or any certificate
executed by a Responsible Officer thereof.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, or any successor operating advisor as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 4.01(g).


 


“Operating
Advisor Consulting Fee”: A fee that shall be payable, subject to the limitations set forth below, in an amount equal to $10,000
in connection with each Major Decision for which the Operating Advisor engages in consultation under this Agreement; provided,
however, that (a) no such fee shall be paid except to the extent such fee is actually paid by the related Obligor (and in
no event shall such fee be paid from the Collection Account); (b) the Operating Advisor shall be entitled to waive all or any portion
of such fee in its sole discretion and (c) the Servicer or the Special Servicer, as applicable, shall be authorized to waive the
Obligor’s payment of such fee in whole or in part if the Servicer or the Special Servicer, as applicable (i) determines that
such waiver is consistent with the Servicing Standard and (ii) consults with the Operating Advisor prior to effecting such waiver.


 


“Operating Advisor
Fees”: Means the Monthly Operating Advisor Fee, the Operating Advisor Consulting Fee and the Operating Advisor Review Fee, as
applicable.


 


“Operating
Advisor Review Fee”: Means an amount equal to $100 per Commercial Real Estate Loan, subject to a minimum fee of $1,500,
with respect to each Two Quarter Future Advance Estimate reviewed by the Operating Advisor.


 


“Operating Advisor
Standard”: As defined in Section 3.22(b).


 


“Operating Advisor
Termination Event”: As defined in Section 7.06(b).


 


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


 


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


 


“Participated
Loan”: Any Mortgage Loan or Combined Loan in which a Transaction Participation represents an interest and, if applicable,
the Related Funded Companion Participation.


 


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


 


“Participation”:
As defined in the Indenture.


 


“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 Transaction Participation and the related Companion Participation(s).


 






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“Participation
Agent”: With respect to the Collateral Interest identified on Schedule A of the Indenture as “5250 Lankershim
Plaza,” the party designated as such under the related Participation Agreement.


 


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


 


“Payment
Account”: As defined in the Indenture.


 


“Payment
Date”: The 5th Business Day following each Determination Date, commencing on the Payment Date in June 2021,
and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.


 


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


 


“Permitted
Companion Participation Acquisition Account”: As defined in the Indenture.


 


“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.


 


“Pre-Approved
Modifications”: Any one or more of the following modifications:


 


(i) with
respect to “Times Square West,” (a) an increase in the loan amount of the related Mezzanine Loan by up to $4,500,000
(bringing the total Combined Loan commitment from $91,960,000 to $96,460,000), by providing for additional advances; (b) a reset
of the stated maturity date to the January 2024 payment date, with two one-year extension options, subject to the same extension
conditions as outlined in the existing Loan Documents; (c) a reset of the forced funding date for the remaining future advance commitment
to the October 2023 payment date; (d) an extension of the yield maintenance through the November 2022 payment date; (e) a
reduction in the LIBOR floor by 0.70% (from 1.95% to 1.25%); (f) a reduction of the net worth and liquidity covenants for guarantor’s
net worth and liquidity; (g) a reset of the cash flow period testing; (h) the increase of the allowable amount of “spec
suites” spaces available at any one time; (i) allowing funds in the $1.0 million working capital reserve to be applied to closing
costs for the modification, with the remainder to be applied to debt service and operating expense shortfalls and/or tenant improvements
and leasing commissions; (j) a reset of the requirement to commence monthly deposits to the tenant improvements and leasing commissions
reserve on the new stated maturity date in January 2024 (if the term of related Combined Loan is extended); and (k) adding a
requirement for the related Obligor sponsor to purchase a replacement interest rate cap agreement through the new stated maturity date
upon expiration of the existing interest rate cap agreement;


 


(ii) with
respect to “516-530 West 25th St,” (a) a revised renovation budget that combines the capital expenditures plan and all
spec buildout work into one restated budget amount which includes cost overages of approximately $5.42 million, all of which will be borne
by the Obligor; (b) removing the condition to future advances that the related Obligor contribute 35% of the costs of each future
advance and replacing it with a requirement that the related Obligor satisfy its required equity contribution of $10.4 million to pay
for approved capex expenses that are building loan costs as a condition precedent to the lender making any future advances under the building
loan agreement and $3.1 million to pay for approved capex expenses, approved leasing expenses and debt service/operating expenses shortfalls
that are, in each case, project loan costs as a condition precedent to the lender making any future advances under the project loan agreement


 






    -18-


     


    

 


(provided, Obligor shall have also invested a portion of its required equity contribution under the building loan in the amount of $5.4
million as a condition to lender making any future advances under the project loan); (c) extending the deadline to complete required
repairs to December 31, 2021; (d) a reset of the forced funding date for the remaining future advance commitment to the payment
date in December 2022; (e) removal of the TI/LC reserve monthly deposit requirement; (f) removal of the cap on the related
Obligor’s replenishment obligation under the operating expenses reserve; and (g) removal of the pre-leasing conditions to future
advances in the existing Loan Documents;


 


(iii) with respect to
 “View at Kessler,” (a) an increase in the loan amount of the related Mortgage Loan by up to $1,200,000 (bringing the
total commitment from $31,267,919 to $32,467,919), by providing for additional advances; (b) a reset of the stated maturity date
to 36 months from the effective date of the executed amendment, (c) a reset of the forced funding date for the remaining future advance
commitment to the payment date 24 months from the effective date of the executed amendment; (d) a reset of the start date for cash
flow sweep testing to 24 months from the effective date of the executed amendment; (e) an extension of yield maintenance to the payment
date 12 months from the effective date of the executed amendment; (f) a reduction in the LIBOR floor by 1.15% (from 1.90% to 0.35%);
(g) a deposit of $500,000 into the debt service reserve account upon execution of the amendment; and (h) an increase of the
future capital expenditures advance amount by $1,200,000; or


 


(iv) with
respect to “Commonwealth Building,” (a) an increase in the loan amount of the related Mortgage Loan by up to $4,047,841
(bringing the total commitment from $21,827,159 to $25,875,000), by providing for additional advances; (b) a reset of the initial
maturity date, force funding date and/or yield maintenance date; (c) a reduction in the LIBOR margin by 0.44% (from 4.44% to 4.00%)
and in the LIBOR floor by 1.30% (from 1.80% to 0.50%); (d) reduction of the shortfall reserve trigger event; (e) a reset of
the cash flow period testing; (f) a requirement to deposit the replacement reserve monthly deposit commencing in May 2022; and
(g) allowance for an estimated $3.5 million in historic tax credit proceeds to be distributed to sponsor as future installments arise.


 


“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.


 


“Privileged
Information”: (a) Any correspondence or other communications between the applicable Directing Holder or any Companion
Participation Holder, on the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise
of the consent or consultation rights of the applicable Directing Holder or such Companion Participation Holder under Section 3.23
or any related Participation Agreement or intercreditor agreement, (b) any strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Issuer’s position in any ongoing or future negotiations with the Obligor under a
Specially Serviced Loan or other interested party and labeled as “Privileged Information,” and (c) information subject
to attorney client privilege.


 






    -19-


     


    

 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the Restricted Party,
(b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel,
auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted
Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law to disclose such
information.


 


“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.


 


“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.


 






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“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.


 


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


 


“Related
Funded Companion Participation”: Any fully funded related Future Funding Companion Participation or funded portion thereof.


 


“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;


 






    -21-


     


    

 


(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, the Special Servicer or the Operating Advisor, 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, Monthly Operating Advisor 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, the Special Servicer or the Operating Advisor, as the case may
be, in respect of an REO Loan.


 


“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.


 






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“Repurchase Request”:
As defined in the Indenture.


 


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


 


“Responsible Officer”:
With respect to the Servicer, the Special Servicer, the Advancing Agent, or the Operating Advisor, 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.


 


“Restricted Party”:
With respect to any Privileged Information, any party restricted from disclosing such Privileged Information.


 


“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 and has not been paid to Seller. As of the Closing Date, the Retained Interest is expected to equal
$0.00.


 


“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.


 


“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;
(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.


 






    -23-


     


    

 


“Servicer”:
Wells Fargo Bank, National Association, a national banking association, 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.


 


“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 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);


 






    -24-


     


    

 


(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 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.


 


“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.


 


“Servicing
Fee Rate”: With respect to (a) each Collateral Interest related to a Serviced Commercial Real Estate Loan, and the
Issuer’s interest in any related REO Property, 0.0350% per annum, (b) each Companion Participation related to a Serviced
Commercial Real Estate Loan, and the Companion Participation Holder’s interest in any related REO Property, 0.0350% per annum
and (c) each Collateral Interest related to a Non-Serviced Commercial Real Estate Loan, and the Issuer’s interest in any related
REO Property, 0.0200% per annum (which does not include any primary servicing fee payable under any servicing agreement other than
this Servicing Agreement).


 


“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).


 


“Signature
Law”: As defined in Section 9.07.


 


“Significant Modification”
A modification that involves an extension of the fully extended maturity date, a reduction in the loan spread, an increase in the principal
balance of the Commercial Real Estate Loan that will be allocated to solely to the related Companion Participation or the allowance for
indirect owners of the related Obligor to incur additional indebtedness in the form of mezzanine loans or preferred equity.


 






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“Significant
Modification Criteria”: With respect to any Significant Modification to a Collateral Interest, the following conditions,
which must be satisfied, as determined by the Subordinate Class Representative, as of the date of the closing of such Significant
Modification:


 


		(a)	the Note Protection Tests
are satisfied;



 


		(b)	no Event of Default has occurred and is continuing;



 


		(c)	a No-Downgrade Confirmation
from DBRS Morningstar is received;



 


		(d)	the modified fully extended
maturity date of the Mortgage Loan is not later than two (2) years after the fully extended maturity date of the related Mortgage
Loan as of the Closing Date;



 


		(e)	the modified spread of the related Mortgage Loan is not below 2.25%;



 


		(f)	immediately after giving effect to such Significant Modification, not more than eight (8) Significant
Modifications have been processed after the Closing Date;



 


		(g)	an updated Appraisal
is obtained with respect to the related Collateral Interest; and



 


		(h)	each of the following additional
modification criteria are satisfied, as evidenced by an officer’s certificate of the Subordinate Class Representative
delivered to the Trustee as of the date of such modification:



 


		(i)	the Collateral Interest will continue to provide for monthly payments of interest at a floating rate of
interest based on a one-month index;



 


		(ii)	after giving effect to the Significant Modification, the Issuer will not be responsible for funding any
Future Funding Amount;



 


		(iii)	the As-Stabilized LTV of the
related Mortgage Loan is not higher than the As-Stabilized LTV of such Mortgage Loan as of the Closing Date by more than 10% and
the As-Stabilized LTV is not greater than 75%, as determined based on a new or updated Appraisal that is not more than twelve (12) months
old;



 


		(iv)	if the related Mortgage
Loan includes any obligation to advance future funding amounts, then the holder of a related Future Funding Companion Participation holds
the obligation to advance such future funding amounts and such Future Funding Companion Participation is covered by the existing future
funding agreement and Liquidity Certifications on a going forward basis;



 


		(v)	immediately after giving effect
to the Significant Modification, the related Mortgage Loan is not a Defaulted Loan, a Specially Serviced Loan or an Impaired Collateral
Interest;



 


		(vi)	the related Mortgage
Loan remains U.S. dollar denominated and may not be converted into an obligation payable in any other currencies; and



 


		(vii)	immediately after giving effect
to the Significant Modification, the representations and warranties in the Collateral Interest Purchase Agreement with respect to the
Collateral Interest continue to be true (subject to such exceptions as are reasonably acceptable to the Directing Holder).



 


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


 






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“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; or


 


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


 


(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; or


 


(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); or


 


(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;
or


 


(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; or


 


(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


 






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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.


 


“Subordinate
Class Representative”: (a) If and for so long as a Control Shift Event has not occurred with respect to the Preferred
Shares (or, if such a Control Shift Event has occurred, it is no longer continuing), the Holder of a Majority of the Preferred Shares,
(b) if and for so long as a Control Shift Event has occurred and is continuing with respect to the Preferred Shares, but a Control
Shift Event has not occurred with respect to the Class G Notes (or, if such a Control Shift Event has occurred, it is no longer continuing),
the Holder of a Majority of the Class G Notes, and (c) if and for so long as a Control Shift Event has occurred and is continuing
with respect to the Class G Notes, but a Control Shift Event has not occurred with respect to the Class F Notes (or, if such
a Control Shift Event has occurred, it is no longer continuing), the Holder of a majority of the Class F Notes. The initial Subordinate
Class Representative is Retention Holder. Each of the parties to this Agreement may assume that the identity of the Subordinate Class Representative
has not changed until such parties receive written notice by (along with contact information for) the successor Subordinate Class Representative.


 


“Sub-Servicer”:
Trimont Real Estate Advisors, LLC, a Georgia limited liability company, solely in its capacity as sub-servicer under the Sub-Servicing
Agreement with respect to certain of the Serviced Commercial Real Estate Loans, together with its permitted successors and assigns or
any successor Person that shall have become the sub-servicer pursuant to the appropriate provisions of the Sub-Servicing Agreement.


 


“Sub-Servicing
Agreement”: The Sub-Servicing Agreement, dated as of the Closing Date, by and among the Servicer and the Sub-Servicer, as
the same may be amended, supplemented or replaced from time to time.


 


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


 


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


 


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


 


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


 


“Trustee”:
As defined in the Preamble hereto.


 






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“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.


 


“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.


 


“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


 






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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);


 


(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.”


 






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The
administrative processing of any Pre-Approved Modification, Administrative Modification or Significant Modification by the Special
Servicer will not be subject to the Servicing Standard, and the Special Servicer will not be under any duty to make a determination with
respect to the Subordinate Class Representative’s compliance with the conditions of any Pre-Approved Modification, Administrative
Modification or Significant Modification (including but not limited to the satisfaction of the Significant Modification Criteria).


 


(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 or requests for future fundings from the Companion Participation Holder), (2) any Major Decision or (3) at
the direction of the Subordinate Class Representative, any Pre-Approved Modification, Administrative Modification or Significant
Modification with respect to a Performing Loan; provided that with respect to any Pre-Approved Modification, Administrative Modification
or Significant Modification, such modification shall not be deemed a Major Decision or Other Borrower Request with respect to the Special
Servicer’s duties hereunder and the Special Servicer’s obligation with respect thereto shall only be to administratively process
such Pre-Approved Modification, Administrative Modification or Significant Modification without any requirement to approve the modification,
seek approval, consent or consultation from any Person or provide any analysis or recommendation thereof, 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


 






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Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


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. The parties hereto acknowledge that as of the Closing Date the Sub-Servicer is a Qualified Servicer.


 


(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, other than the Sub-Servicing Agreement, 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.


 


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.


 






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(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 prior to a Control Termination Event, the Subordinate Class Representative
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 Operating Advisor, 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 Subordinate Class Representative (or,
with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall be paid
by the Subordinate Class Representative (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 Pre-Approved Modifications, Administrative Modifications or Significant 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 Issuer, the applicable Directing Holder (but only for so long as no
Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) and any related Companion
Participation Holder in writing in the event that the Servicer or Special


 






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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.


 


(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 applicable Directing Holder (but only for so long
as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) 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 at the direction of any
Directing Holder or otherwise, if 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 Significant
Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification
or Significant Modifications shall not be deemed to be a Major Decision 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 (except that the administrative processing and entering into, at the direction
of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications
by the Special Servicer will not be subject to 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 a Pre-Approved Modification, Administrative Modification or Significant Modification in accordance with the terms of the
Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is
otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.


 


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 respect to the Collateral Interests and the related underlying Commercial Real Estate
Loans (x) prior to a Consultation Termination Event with respect to a Collateral Interest, the related Directing Holder and (y) after
the occurrence of and during the continuation of a Control Termination Event with respect to a Collateral Interest, the Operating Advisor)
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


 






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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).


 


(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;


 


(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


 






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(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 administering Other Borrower Requests (other than waivers of late payment charges and
default interest on Performing Loans), Major Decisions, and at the direction of the Subordinate Class Representative, Pre-Approved
Modifications, Administrative Modifications and Significant 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; provided
that Administrative Modifications or Significant Modifications shall not be deemed to be Major Decisions or Other Borrower Requests for
purposes of determining Special Servicer’s duties under the Servicing Agreement.


 


(e)            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.


 


(f)            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 and such Non-Serviced Commercial Real Estate Loan:


 


(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 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


 


(iii)            promptly
provide written notice to the Trustee, 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.


 






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(g)            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 Significant 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
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 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.


 


(h)            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 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.


 


(i)            With
respect to any Non-Serviced Commercial Real Estate Loan, the Special Servicer shall not agree to any amendment, modification or
waiver with respect to the servicing agreement pursuant to which such Non-Serviced Commercial Real Estate Loan is serviced that adversely
affects in any material respect the interest of the related Participation, unless the Noteholder consent requirements that would be necessary
for the same amendment under the terms of this Agreement have been satisfied.


 


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 “Wells
Fargo Bank, National Association, as Servicer, on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the
Holders of the GPMT 2021-FL3 Notes, the other Secured Parties and the related Companion Participation Holders” or in such other
manner as the Issuer (or the Special Servicer on behalf of the Issuer) prescribes. The Servicer shall notify the Issuer, the Special Servicer,
the Note Administrator and the Trustee in writing of the location and account number of each Escrow Account it establishes and


 






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shall notify
the Issuer, 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 the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related
Directing Holder) 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, 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.


 


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 “Wells Fargo Bank, National Association, as Servicer, on behalf of Wilmington
Trust, National Association, as trustee, for the benefit of the Holders of the GPMT 2021-FL3 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


 






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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.


 


(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)          pursuant
to Section 5.04, to pay to the Operating Advisor any applicable Operating Advisor Fees on each Remittance Date;


 


(v)           (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);


 


(vi)            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;


 


(vii)            [reserved;]


 






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(viii)       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;


 


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


 


(x)           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


 


(xi)          to
clear and terminate the Collection Account upon the termination of this Agreement.


 


    (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 “Wells Fargo Bank, National Association,
as Servicer, on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the GPMT 2021-FL3 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;


 


(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


 






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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.


 


Section 3.04       Eligible
Investments.(a)     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


 






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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.


 


(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


 






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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.


 


Section 3.06       Delivery
and Possession of Servicing Files. On or before the Closing Date, the Issuer shall deliver or cause to be delivered to the Servicer
(i) a Servicing File with respect to each Commercial Real Estate Loan and (ii) the amounts, if any, received by the Issuer
representing Escrow Payments previously made by the Obligors. 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 Special Servicer, and upon written request of the Special Servicer, 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 requests such an inspection, or (B) the Servicer, with the approval 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 applicable Directing Holder (but only for so long as no Consultation Termination Event has
occurred and is continuing with respect to the related Collateral


 






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Interest). 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 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 applicable Directing Holder (but only for so long as no Consultation Termination Event
has occurred and is continuing with respect to the related Collateral Interest). 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.


 


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 Operating
Advisor, the applicable Directing Holder and the Issuer in writing. 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 enforce or waive such provision as it determines in accordance with the Servicing


 






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Standard; 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 5.0% 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 ten
(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.


 


If,
notwithstanding any directions to the contrary from the Subordinate Class Representative (or, with respect to a Non-CLO Controlled
Collateral Interest, the related Directing Holder), 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 Subordinate
Class Representative (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the
related Collateral Interest) and the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination
Event with respect to the related Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, the related Directing
Holder). The Special Servicer shall notify the Co-Issuers, the Servicer and the Subordinate Class Representative (but only for so
long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) and the Operating
Advisor (but only after the occurrence and during the continuance of a Control Termination Event with respect to the related Collateral
Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, the related Directing Holder) that any such assumption or substitution
agreement has been completed by forwarding to the Issuer (with a copy to the Servicer and the Subordinate Class Representative (but
only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest)
and the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event with respect to the
related Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, the related Directing Holder)) 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


 






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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 shall enforce
or waive such provision as it determines in accordance with the Servicing Standard;; 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.


 


If,
notwithstanding any directions to the contrary, 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, Significant Modification or Pre-Approved 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


 






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Servicer receives any such request from an Obligor (or from the Servicer) other than in connection with an Administrative
Modification or Significant Modification, the Special Servicer shall analyze and process the request, subject to approval by the Subordinate
Class Representative (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.


 


(e)            The
provisions set forth in this Section 3.09 shall not apply to any Pre-Approved Modification unless expressly stated to apply
therein.


 


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 of the results of such Appraisal;
provided that the Special Servicer shall not be required 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. 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.


 


(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 Subordinate Class Representative (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 Subordinate
Class Representative (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


 






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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 Subordinate Class Representative (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 Subordinate Class Representative (but only for so long as no Consultation Termination Event has occurred and is continuing)
(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


 


(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.


 






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(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.


 


(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)            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


 








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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 the Issuer’s representation that the notices were sent to all of the 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 Issuer.


 


(i)            The
costs of any updated Appraisal obtained pursuant to this Section 3.10 shall be paid by the Advancing Agent as a Servicing
Advance.


 


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 Operating Advisor, but only with respect to a certificate to the Special Servicer
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 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


 






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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-FL3 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;


 


(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,


 






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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 Sub-REIT (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;


 


(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,


 






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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 “Wells Fargo Bank, National
Association, as Servicer, on behalf of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the GPMT
2021-FL3 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) Pre-Approved Modifications,
Administrative Modifications and Significant 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 Pre-Approved Modifications, Administrative
Modifications and Significant 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 Pre-Approved Modification, Administrative Modification or Significant 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;


 


(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


 






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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 may not modify a Commercial Real Estate Loan to extend its maturity date beyond the date that is five (5) years
prior to the Stated Maturity 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 and the Special Servicer was not negligent in ascertaining the pertinent facts.


 


(c)           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.


 


(d)          Subject
to Section 3.23(b), for so long as the Seller or its affiliate is the Directing Holder with respect to the Collateral Interests
referred to on Exhibit A as “Times Square West,” “516-530 West 25th St,” “View at Kessler” and
 “Commonwealth Building,” the Subordinate Class Representative may direct the Special Servicer to approve Pre-Approved
Modifications with respect to such Collateral Interest from time to time. The administrative processing and entering into any Pre-Approved
Modification shall not be subject to the Servicing Standard. If there are any material changes between the terms of the actual modifications
to the Collateral Interest referred to on Exhibit A as “Times Square West,” “516-530 West 25th St,” “View
at Kessler” and “Commonwealth Building,” and the Pre-Approved Modifications, the Issuer will be required to satisfy
the Rating Agency Condition with respect to DBRS Morningstar, provided however, such change shall not be considered a Significant Modification.


 






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(e)           Subject
to Section 3.23(b), for so long as the Seller or its affiliate is the Directing Holder, the Subordinate Class Representative
shall have the right to direct the Special Servicer to administratively process (and, upon such direction, the Special Servicer shall
administratively process) Significant Modifications with respect to the Serviced Commercial Real Estate Loans. The administrative processing
and execution of any Significant Modification by the Special Servicer that satisfies the Significant Modification Criteria (as determined
by the Subordinate Class Representative without any obligation of the Special Servicer to confirm such compliance) shall not be subject
to the Servicing Standard. No Significant Modification shall constitute a Major Decision or be subject to consent and/or consultation
rights under this Agreement.


 


(f)           Subject
to Section 3.23(b), for so long as the Seller or its affiliate is the Directing Holder, the Subordinate Class Representative
shall have the right to direct the Special Servicer to administratively process (and, upon such direction, the Special Servicer shall
administratively process) Administrative Modifications with respect to the Commercial Real Estate Loans. The administrative processing
and execution of any Administrative Modification by the Special Servicer shall not be subject to the Servicing Standard. No Administrative
Modification shall constitute a Major Decision or be subject to consent and/or consultation rights under this Agreement. In no event will
an Administrative Modification be considered a Significant Modification.


 


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


 


(h)           The
Special Servicer shall notify the Issuer, the Servicer, the Trustee, the Note Administrator, the Operating Advisor, the applicable
Directing Holder, 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.


 


(i)            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 Significant Modifications, Pre-Approved 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.


 


(j)            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.


 


(k)           The
Special Servicer shall provide notice of any Administrative Modification or Significant 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.


 






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(l)            If
the Subordinate Class Representative 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 Subordinate Class Representative 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 Subordinate Class Representative 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 Subordinate Class Representative 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.


 


(m)          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 Subordinate Class Representative (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.


 


(n)           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”).


 






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(o)          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.


 


(p)          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 Pre-Approved Modification, Administrative Modification and a Significant 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 applicable Directing Holder, any related Companion Participation
Holder, the Operating Advisor 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.


 






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(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 Operating Advisor, the applicable Directing Holder, 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)           Notwithstanding
the provisions of Section 3.16(e), 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.


 


(e)           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 Operating
Advisor (but only after the occurrence and during the continuance of a Control Termination Event with respect to the related Collateral
Interest), the Subordinate Class Representative (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;


 


(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;


 






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(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 applicable Subordinate Class Representative (but
only for so long as no Control Termination Event has occurred and is continuing with respect to the related Collateral Interest) (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 Subordinate Class Representative (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 Subordinate
Class Representative (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
Subordinate Class Representative (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 Subordinate Class Representative
(but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Collateral Interest)
and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event with respect to the related
Collateral Interest) (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


 






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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.


 


Notwithstanding
the foregoing, the Special Servicer may (i) 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 Subordinate
Class Representative (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related
Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation)
and (ii) in any case, shall determine whether disapproval of such action(s) from the Directing Holder is in the best interests
of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended
action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval
right which the Issuer or the applicable Directing Holder may have. The Asset Status Report is not intended to replace or satisfy any
specific consent or approval right which the Subordinate Class Representative (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 Subordinate Class Representative (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.


 


With respect to a Collateral
Interest, prior to the occurrence of a Control Termination Event, the Special Servicer shall be required to deliver only the Final Asset
Status Reports to the Operating Advisor.


 


Section 3.17         Sale
of Defaulted Collateral Interests or Impaired Collateral Interests. (a) Within ninety (90) days after the occurrence of a Special
Servicing Transfer Event, the Special Servicer shall use reasonable efforts to order an Appraisal (which shall not be required to be
received within that ninety (90) day period). If the affected Collateral Interest is a Defaulted Collateral Interest, then following
the receipt by the Special Servicer of the Appraisal ordered pursuant to this Section 3.17(a), the Special Servicer shall
determine the market value of such Collateral Interest (based upon, among other things, the most recent Appraisal and information from
one or more third party commercial real estate brokers and such other information as the Special Servicer deems appropriate) and deliver
such information to the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred
and is continuing with respect to the related Collateral Interest), the Note Administrator, the Trustee and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event with respect to the related Collateral Interest). Subject to
Section 3.23 hereof and the Servicing Standard, the Special Servicer (i) may offer to sell to any Person (A) such
Defaulted Collateral Interest and (B) if the holder thereof consents, any related Companion Participation, or (ii) may offer
to purchase such Collateral Interest and any related Companion Participation, if and when the Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements can be made for


 






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collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Relevant Parties in Interest on a net present value basis.


 


(b)            Whether
any cash offer constitutes a fair price for any Defaulted Collateral Interest (and, if applicable, any related Companion Participations)
shall be determined by the Special Servicer, if the highest offeror is a person other than an Interested Person, and by the Trustee,
if the highest offeror is an Interested Person. If the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee shall, at the expense of the Interested Person, designate an independent third-party expert in
real estate or commercial mortgage loan or commercial mortgage asset matters with at least five (5) years’ experience in valuing
or investing in loans or properties, as applicable, similar to the subject mortgage loan, mortgage asset or property, as applicable,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair market price for such Defaulted
Collateral Interest (and, if applicable, any related Future Funding Companion Participations). The Trustee shall be entitled to conclusively
rely upon any such third-party determination, and all reasonable fees and costs of any appraisals, inspection reports, and opinions of
value incurred by any such third party will be covered by, and shall be paid in advance of any determination by the applicable Interested
Person; provided that the Trustee shall not engage a third-party expert whose fees exceed a commercially reasonable amount as
determined by the Trustee. The Special Servicer shall promptly notify in writing the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event with respect to the related Collateral Interest), the Trustee and the applicable Directing
Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral
Interest), of the occurrence of such sale and cooperate fully with the Preferred Shareholder and the Trustee in order to effectuate such
sale.


 


(c)            Upon
commencement of any marketing efforts to sell a Defaulted Collateral Interest, the Special Servicer shall provide written notice to the
Trustee and the Note Administrator (via email to cmbstrustee@wilmingtontrust.com, trustadministrationgroup@wellsfargo.com and
cts.cmbs.bond.admin@wellsfargo.com) and to the Issuer and the applicable Directing Holder of the commencement of such marketing efforts,
and the Note Administrator shall notify the Noteholders and the Preferred Shareholders of the same in the manner set forth in Section 14.4
of the Indenture. The Special Servicer shall also provide written notice to the Trustee, the Note Administrator, the Issuer and the applicable
Directing Holder of the material final terms of any such sale, and the Note Administrator shall notify the Noteholders and the Preferred
Shareholders of the same by posting any such notice received from the Special Servicer on the Note Administrator’s Website.


 


(d)            The
Special Servicer shall not be obligated by any provision of this Section 3.17 to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard (and in accordance with Section 3.23 hereof), that the rejection
of such offer would be in the best interests of the Relevant Parties in Interest. In addition, the Special Servicer may accept an offer
that is lower than the Par Purchase Price if it determines, in accordance with the Servicing Standard (and in accordance with Section 3.23
hereof), that the acceptance of such offer would be in the best interests of the Relevant Parties in Interest, provided that
the offeror is not the Servicer or the Special Servicer or a Person that is an Affiliate of the Servicer or the Special Servicer.


 


(e)            Unless
and until a Defaulted Collateral Interest is sold pursuant to this Section 3.17, the Special Servicer shall pursue such other
resolution strategies with respect to the Defaulted Collateral Interest, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate, subject to the terms and provisions hereof (including without limitation Section 2.03
and 3.23 hereof) consistent with the Servicing Standard.


 






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The right of the Special Servicer
to purchase or sell a Defaulted Collateral Interest after the occurrence of a Special Servicing Transfer Event shall terminate, and shall
not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Commercial Real Estate
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect)
if the Commercial Real Estate Loan is no longer delinquent as a result of any of the following: (i) the Commercial Real Estate Loan
has become a Corrected Loan, (ii) the Commercial Real Estate Loan has become subject to a workout arrangement, (iii) the Commercial
Real Estate Loan has been foreclosed upon, (iv) the Special Servicer has accepted title in lieu of foreclosure or (v) the Commercial
Real Estate Loan has been otherwise resolved (including by a full or discounted pay-off).


 


Any sale of a Defaulted Collateral
Interest shall be for cash only and shall, for the avoidance of doubt, be subject to the provisions of Section 3.23 hereof.


 


In
connection with the sale of any Defaulted Collateral Interest, the Special Servicer shall deliver to the Custodian a Request for Release,
directing the Custodian to deliver the related Collateral Interest File against receipt of payment therefor.


 


(f)             In
the event that title to Mortgaged Property is acquired by the Special Servicer in foreclosure or by deed in lieu of foreclosure or otherwise,
the Special Servicer shall sell the REO Property as expeditiously as appropriate in accordance with the Servicing Standard and
as so advised by GPMT in accordance with the REIT Provisions, subject to the terms of Section 3.22 and Section 3.23
hereof and the following:


 


(i)             The
Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with the management and operation thereof in accordance with the Servicing Standard, all on such terms as
the Special Servicer deems to be in the best interest of the Relevant Parties in Interest.


 


(ii)            The
Special Servicer shall accept the highest cash bid for REO Property received from any person, if the highest offeror is a Person other
than the Trustee, that the Special Servicer (or the Trustee as provided in the next sentence) determines is a fair price based on Appraisals
obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness
of the highest bid based upon an Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer)
obtained at the expense of the Issuer, and the Trustee may conclusively rely on the opinion of such Appraisal and such determination
shall be binding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the
case. Notwithstanding the foregoing, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer
determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Relevant Parties
in Interest, and the Special Servicer may accept a lower cash offer (from any person other than an Interested Person) if it determines,
in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Relevant Parties in Interest.


 


(iii)            Subject
to the provisions of Section 3.13, the Special Servicer shall act on behalf of the Issuer in negotiating and taking any other
action necessary or appropriate in connection with the sale of the REO Property, including the collection of all amounts payable in connection
therewith. Any sale of the REO Property shall be without recourse to the Trustee, the Note Administrator, the Seller, the Servicer, the
Special Servicer, the Operating Advisor, the Issuer, the Noteholders, the Preferred Shareholders or any Companion Participation Holders
(except that any contract of sale and assignment and conveyance documents may contain customary warranties, so


 






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long as the only recourse
for breach thereof is to the Issuer) and none of the Trustee, the Note Administrator, the Seller, the Servicer, or, if consummated in
accordance with the terms of this Agreement, the Special Servicer or the Operating Advisor shall have any liability to any Noteholder,
Preferred Shareholder or Companion Participation Holder with respect to the purchase price thereof accepted by the Special Servicer or
the Issuer.


 


(iv)           The
proceeds of any sale effected pursuant to this Section 3.17(f), after deduction of the expenses incurred in connection therewith,
shall be deposited in the Collection Account in accordance with Section 3.03(a).


 


(v)            Within
thirty (30) days of the sale of the REO Property, the Special Servicer shall provide to the Trustee and the Note Administrator a statement
of accounting for the REO Property, including, without limitation, (i) the date the REO Property was acquired in foreclosure or
by deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of the REO Property, (iii) the gross sale price and
related selling and other expenses, (iv) accrued interest with respect to the Repurchase Price (as defined in the Collateral
Interest Purchase Agreement) of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such
other information as the Trustee or the Note Administrator may reasonably request.


 


If the Trustee is required
to determine the fair price for any REO Property, Trustee may (at its option and at the expense of the Issuer) designate an independent
third party expert in real estate or Commercial Real Estate Loan matters with at least five (5) years’ experience in valuing
or investing in Commercial Real Estate Loans similar to the REO Property, that has been selected with reasonable care by the Trustee
to determine the fair market value for such REO Property. The Trustee shall be entitled to conclusively rely upon any such third party
determination, and all reasonable fees and costs of any appraisals, inspection reports, and opinions of value incurred by any such third
party shall be covered by, and be reimbursable from the Issuer.


 


(g)            Notwithstanding
anything in this Section 3.17 to the contrary, at all times the Holder of a Majority of the Preferred Shares will have the
assignable right to purchase (1) any Defaulted Collateral Interest and (2) any Collateral Interest as to which a default is
reasonably foreseeable, as determined by the Special Servicer in accordance with the Servicing Standard (such Collateral Interest, an
 “Impaired Collateral Interest”) for a purchase price equal to the sum of (a) the outstanding principal balance
of such Collateral Interest as of the date of purchase; plus (b) all accrued and unpaid interest on such Collateral Interest at
the related interest rate to but not including date of purchase; plus (c) all related unreimbursed Servicing Advances plus accrued
and unpaid interest on such Servicing Advances at the Advance Rate, plus (d) all Special Servicing Fees and either Workout Fees
or Liquidation Fees (but not both) allocable to such Collateral Interest (other than to the extent any such fees are waived by the Special
Servicer), plus (e) all unreimbursed expenses incurred by the Issuer, the Servicer and the Special Servicer in connection with such
Collateral Interest (the “Par Purchase Price”).


 


Section 3.18         Sale
of Collateral Interests Pursuant to Indenture; Auction Call Redemption.


 


(a)            In
connection with any sale of Collateral Interests pursuant to Article 5 or Article 9 of the Indenture, the Special Servicer
shall obtain bid prices with respect to each Collateral Interest in the manner set forth in Section 5.5(c) of the Indenture.


 


(b)            In
connection with any Auction Call Redemption in connection with Article 9 of the Indenture, fifteen (15) days prior to each Payment
Date occurring in the months of January, April, July or October of each year, during the period from and after the Payment
Date occurring in May 2028 (each


 






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such Payment Date, an “Auction Payment Date”), the Special Servicer will (a) conduct
an auction (the “Auction”) of all (but not less than all) of the Collateral Interests and (b) calculate the Total
Redemption Price in respect of the related Auction Payment Date. The Special Servicer will solicit bids for all of the Collateral Interests
from at least three Eligible Bidders other than the initial Preferred Shareholder and its Affiliates for sale of each of the Collateral
Interests (or, if the Special Servicer cannot obtain bids from three such Eligible Bidders, then at least two Eligible Bidders other
than the initial Preferred Shareholder and its Affiliates or, if the Special Servicer cannot obtain bids from two such Eligible Bidders,
then at least one Eligible Bidder who is not the initial Preferred Shareholder and its Affiliates; provided that, if the Special
Servicer cannot obtain any bids from Eligible Bidders other than the initial Preferred Shareholder or its Affiliates in connection with
any Auction, the requirement to obtain bids from such Eligible Bidders shall not apply for such Auction), which sales, in each case,
shall all settle on or prior to the second Business Day prior to the related Auction Payment Date. If the Special Servicer receives bids
for the sale of the Collateral Interests from one or more Eligible Bidders, which bids are, collectively in the aggregate, equal to or
greater than the Total Redemption Price, and for which all sales to Eligible Bidders are scheduled to settle in immediately available
funds on or before the second Business Day prior to the related Auction Payment Date, then the Special Servicer will sell all (but not
less than all) of the Collateral Interests to the applicable Eligible Bidders, with settlement to occur no later than the second Business
Day prior to the related Auction Payment Date. In addition, the holder of the Preferred Shares or any of its affiliates, although it
may not have been the highest bidder in a Successful Auction of Collateral Interests, will have the option to purchase any Collateral
Interest for a purchase price equal to the highest bid therefor. On the second Business Day prior to the related Auction Payment Date,
the Special Servicer shall notify the Note Administrator, the Trustee, the Preferred Share Paying Agent and the 17g-5 Information Provider
in writing of the aggregate bid amount so received in connection with such Auction and whether (i) the aggregate cash purchase price
for all the Collateral Interests by the Eligible Bidders, together with the balance of all Eligible Investments and cash in the Payment
Account and the Permitted Companion Participation Acquisition Account, is at least equal to the Total Redemption Price or (ii) the
Preferred Shareholder has committed to purchase all of the Collateral Interests by for a price that, together with the balance of all
Eligible Investments and cash in the Payment Account and the Permitted Companion Participation Acquisition Account, is equal to the Total
Redemption Price (a “Successful Auction”). If a Successful Auction has occurred, the Special Servicer shall sell all
of the Collateral Interests to the applicable winning Eligible Bidders and transfer all of the sale proceeds received in connection with
such Auction to the Payment Account under the Indenture no later than the second Business Day prior to the related Auction Payment Date.
The Note Administrator will apply all proceeds of a Successful Auction on the related Auction Payment Date to the payment of: (a) all
amounts owing to the Servicer, Special Servicer and Operating Advisor under this Agreement, (b) all fees and expenses of the Trustee
and the Note Administrator in connection with the related Auction, (c) all amounts owing under clauses (1) through (3) of
Section 11.1(a)(i) of the Indenture without regard to any cap, (d) the Total Redemption Price of each Class of Notes
then outstanding and (e) if there is any remainder after making the payments set forth pursuant to clauses (a) through (d),
the Preferred Shares by transferring any such remainder to the Preferred Share Paying Agent for payment to the Preferred Shareholders
pursuant to the Preferred Share Paying Agency Agreement and the Trustee shall redeem the Notes pursuant to the Indenture.


 


If any single bid, or the aggregate
amount of multiple bids, does not equal or exceed the Total Redemption Price, or if there is a failure to settle any sale of any Collateral
Interest on or prior to the second Business Day prior to the related Auction Payment Date (a “Failed Auction”), then
no such sale of any Collateral Interest will occur and no redemption of the Notes on the related Auction Payment Date will occur. Following
each Failed Auction, a new Auction will be conducted in advance of the following Auction Payment Date pursuant to the procedures set
forth above until a Successful Auction has occurred and all of the Notes have been redeemed. Notices delivered to the Note Administrator
pursuant to this section shall be sent via email to trustadministrationgroup@wellsfargo.com and to cts.cmbs.bond.admin@wellsfargo.com.


 






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In addition, the holder of
the Preferred Shares or any of its affiliates will have the option to purchase any Collateral Interest for a purchase price equal to
the highest bid therefor.


 


For
purposes of this Section 3.18(b): “Eligible Bidders” means the Seller, the Servicer, the Special Servicer,
the Advancing Agent or any of their respective affiliates, any Holder of the Notes or Preferred Shares or any of their respective affiliates,
or any third party prospective purchaser that, as part of its business, engages in the buying and selling of commercial mortgage
loans of a type similar to the Collateral Interests.


 


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.


 


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 Servicer, the Special Servicer or the Operating Advisor, 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, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Note Administrator by electronic mail. If the Servicer, the Special
Servicer or the Operating Advisor 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 Servicer, the Special Servicer or the Operating Advisor, as applicable, (v) answering any Inquiry
would reasonably be expected


 






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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 Servicer, the Special Servicer and the Operating Advisor 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 Servicer, the Special Servicer
and the Operating Advisor 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.


 


(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).


 


(d)            Pursuant
to Section 3.17(a), the Special Servicer shall promptly obtain an updated Appraisal with respect to the applicable Mortgaged
Property and deliver such Appraisal to the Note Administrator, the Servicer and the Trustee with a copy to the applicable Directing
Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral
Interest).


 


(e)            Concurrently
with the execution of this Agreement, each of the Servicer and the Special Servicer shall provide the Participation Agent a list of individuals
designated by the Servicer or the Special Servicer, as applicable, as an authorized representative thereof to give and receive notices,
requests and instructions and to deliver certificates and documents in connection with the Participation Agreement on behalf of the Servicer
or the Special Servicer, as applicable, and the specimen signature


 






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for each such authorized representative and revise such information
previously given from time to time as necessary.


 


Section 3.22         Operating
Advisor. (a) Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)            The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially
Serviced Loans, consult in certain circumstances with the Special Servicer and perform each other obligation of the Operating Advisor
as set forth in this Agreement solely in the best interest of, and for the benefit of, the Noteholders and Preferred Shareholders (as
a collective whole), as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment (the “Operating
Advisor Standard”). The Operating Advisor shall not owe any fiduciary duty to the Servicer, the Special Servicer, any
Directing Holder or any other Person in connection with this Agreement. By purchasing a Note, Noteholders are deemed to acknowledge and
agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the Operating Advisor’s
participation is to provide additional oversight relating to the Special Servicer’s compliance with the Servicing Standard in making
its determinations as to which strategy to execute.


 


(c)            The
parties hereto acknowledge and agree that (i) the Operating Advisor shall act solely as a contracting party to the extent set forth
in this Agreement, shall have no fiduciary duty, shall have no other duty except with respect to its specific obligations under
this Agreement, and shall have no duty or liability to any of the Noteholders, (ii) the Operating Advisor is not a servicer and
will not be charged with changing the outcome on any particular Specially Serviced Loan, and (iii) the Operating Advisor has no
control or consent rights over actions by the Servicer or the Special Servicer at any time.


 


(d)            The
Operating Advisor shall have no rights or duties with respect to any Non-Serviced Commercial Real Estate Loans. With respect to each
Serviced Commercial Real Estate Loan, the Operating Advisor shall:


 


(i)              promptly
review all information available to privileged persons on the Note Administrator’s Website with respect to the Serviced
Commercial Real Estate Loans (relating to the Special Servicer, the Specially Serviced Loans and Participated Loans on the CREFC®
Servicer Watch List) that is relevant to the Operating Advisor’s obligations under this Agreement;


 


(ii)             promptly
review each Final Asset Status Report with respect to the Serviced Commercial Real Estate Loans; and


 


(iii)            review
any net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan (after such calculations have been finalized); provided that the
Operating Advisor may not opine on, or otherwise call into question, such net present value calculations (except that if the Operating
Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer of
such error).


 


(e)            With
respect to a Serviced Commercial Real Estate Loan while a Control Termination Event has occurred and is continuing, the Operating
Advisor shall (in addition to the duties set forth in clause (d) above):


 


(i)             consult
(on a non-binding basis) with the Special Servicer in accordance with the Operating Advisor Standard with regard to Major Decisions and
Asset Status Reports with respect to such Serviced Commercial Real Estate Loan that is a Specially Serviced Loan as set forth
in Section 3.23 of this Agreement;


 






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(ii)            in
connection with the preparation of the Operating Advisor Annual Report, review the Special Servicer’s operational practices in
respect of such that is a Specially Serviced Loan in order to formulate an opinion as to whether or not those operational practices
generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of any Specially Serviced Loan or REO Property;


 


(iii)            promptly
recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion
of the applicable formulas required to be utilized in connection with net present value calculations used in the Special Servicer’s
determination of the course of action to be taken in connection with the workout or liquidation of such Serviced Commercial Real
Estate Loan that is a Specially Serviced Loan prior to utilization by the Special Servicer. In connection with the foregoing:


 


 (A)       after
the calculation but prior to the utilization by the Special Servicer, the Special Servicer shall deliver the foregoing calculations together
with information and support materials (including such additional information reasonably requested by the Operating Advisor to confirm
the mathematical accuracy of such calculations, but not including any Privileged Information) to the Operating Advisor;


 


 (B)        if
the Operating Advisor does not agree in any material respect with the mathematical calculations or the application of the applicable
non-discretionary portions of the formulas required to be utilized for such calculation, the Operating Advisor and Special Servicer shall
consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formulas in arriving at those mathematical calculations or any disagreement; and


 


 (C)        if
the Operating Advisor and Special Servicer are not able to resolve such matters, the Operating Advisor shall notify the Trustee and the
Trustee will be required to examine the calculations and supporting materials provided by the Special Servicer and the Operating Advisor
and determine which calculation is to apply (and that the Trustee may hire an independent party to perform such examination and
calculation pursuant to the terms of the Indenture. The Trustee shall not be responsible for any such determination).


 


(iv)           If
during the prior calendar year a Final Asset Status Report was prepared by the Special Servicer in connection with any Specially Serviced
Loan or REO Property, the Operating Advisor shall prepare an Operating Advisor Annual Report as set forth in Section 4.01(e) to
be provided to the Note Administrator and, upon request, to the Trustee.


 


(f)             The
Operating Advisor shall keep all Privileged Information labeled as “Privileged Information” confidential and may not
disclose such Privileged Information to any Person (including Noteholders other than the applicable Directing Holder (prior to the occurrence
of a Consultation Termination Event)), other than (1) to the extent expressly required by this Agreement, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such
information is Privileged Information may not disclose such Privileged Information to any Person without the prior written consent of
the Special Servicer; provided, however, that the Note Administrator and the 17g-5 Information Provider shall not be responsible
for any information posted to their respective internet websites, and the Operating Advisor shall not deliver any Privileged Information
to the Note Administrator or to the 17g-5 Information Provider for posting to their respective internet websites.


 






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(g)            After
the occurrence and during the continuance of a Consultation Termination Event with respect to a Serviced Commercial Real Estate
Loan, if the Operating Advisor determines that the Special Servicer is not performing its duties with respect to any Collateral Interest
as required under this Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may recommend
the replacement of the Special Servicer with respect to the Serviced Commercial Real Estate Loans in the manner set forth in Section 7.05.


 


(h)            In
connection with each Major Decision for which the Operating Advisor has consultation rights under this Agreement, the Servicer or the
Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable
Operating Advisor Consulting Fee from the related Obligor, in each case only to the extent that such collection is not prohibited by the
related Loan Documents. In no event may the Servicer or Special Servicer, as applicable, take any enforcement action in connection with
the collection of the Operating Advisor Consulting Fee, except that such restrictions shall not be construed to prohibit requests for
payment of the Operating Advisor Consulting Fee.


 


Although
this Agreement generally prohibits the Operating Advisor from making a principal investment in any Class of Notes, that prohibition
shall not be construed to have been violated in connection with riskless principal transactions effected by a broker-dealer affiliate
of the Operating Advisor pursuant to investments by an affiliate of the Operating Advisor if the Operating Advisor and such affiliate
maintain policies and procedures designed to segregate personnel involved in the activities of the Operating Advisor under this Agreement
from personnel involved in such affiliate’s investment activities and to prevent such affiliate and its personnel from gaining access
to information regarding the Issuer and to prevent the Operating Advisor and its personnel from gaining access to such affiliate’s
information regarding its investment activities.


 


Section 3.23            Control
and Consultation. (a) For so long as no Control Termination Event has occurred and is continuing with respect to a Collateral
Interest (other than Collateral Interests that are Non-CLO Controlled Collateral Interests), the Subordinate Class Representative
(or, at all times with respect to a Non-CLO Controlled Collateral Interest, the related Directing
Holder) 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 Subordinate Class Representative (or, with respect to a Non-CLO
Controlled Collateral Interest, the related Directing Holder) 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) enter into any Significant Modification with respect to
a Serviced Commercial Real Estate Loan for which the Significant Modification Criteria are satisfied (as determined by the Subordinate
Class Representative), (ii) enter into any Administrative Modification and (iii) enter into any Pre-Approved Modification.
The evaluation of and entering into any Pre-Approved Modification, Significant Modification or Administrative Modification shall not be
subject to the Servicing Standard.


 


(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, Pre-Approved 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 Pre-Approved Modifications, Administrative Modifications or Significant
Modifications) and processing and the


 






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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 for Pre-Approved Modifications,
Administrative Modifications or Significant Modifications), the Special Servicer shall analyze
and process the request subject to the terms of this Section 3.23. After a Major Decision, Pre-Approved Modification
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. For so long
as no Control Termination Event has occurred and is continuing with respect to a Collateral Interest (and at any time in case of a Non-CLO
Controlled Collateral Interest), the Special Servicer (i) shall promptly send the applicable Directing Holder 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 applicable Directing Holder 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 applicable Directing Holder 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 a Major Decision from the applicable Directing Holder and such Directing Holder 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 applicable Directing Holder’s alternative
proposal is in accordance with the Servicing Standard, then the Special Servicer shall take such actions as proposed by such Directing
Holder. In the event that the Special Servicer determines that the applicable Directing Holder’s alternative proposal is not in
accordance with the Servicing Standard, or if the applicable Directing Holder 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 by such Directing Holder’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.


 


(c)            Following
the occurrence of and during the continuation of a Control Termination Event with respect to a Serviced Commercial Real Estate
Loan, the Operating Advisor shall consult with Special Servicer, with respect to making or refraining from making any Major Decision.
The Special Servicer (i) shall promptly send the Operating Advisor a copy of its written recommendation and analysis for each Major
Decision, together with all information reasonably necessary to make an informed decision with respect thereto in a timely manner, including
without limitation, any related Asset Status Report required to be delivered pursuant to Section 3.16(e) hereof (collectively,
 “Decision Information”), and (ii) shall consult, on a non-binding basis, with the Operating Advisor prior to taking
or refraining from making any Major Decision or denying any waiver or consent with regard to a Major Decision. The Operating Advisor shall
consult with Special Servicer with respect to such decision and, if it determines that an alternative course of action should be considered
by the Special Servicer, propose such alternative course(s) of action within ten (10) Business Days of receipt of the Decision
Information from the Special Servicer. The Special Servicer shall consider any recommendations or proposals from the Operating Advisor
and determine whether any changes to its proposed course of action with respect to a decision should be made, such determination being
made in accordance with the Servicing Standard and the other terms of this Agreement. In the event that the Operating Advisor does not
propose alternative courses of action or otherwise does not consult with Special Servicer within ten (10) Business Days after receipt
of the Decision Information, the Special Servicer shall take the proposed course of action with respect to such decision.


 


(d)            Following
the occurrence of and during the continuation of a Control Termination Event, but prior to the occurrence of a Consultation Termination
Event (other than in case of any Non-


 






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Serviced Commercial Real Estate Loan), the Special Servicer shall consult, on a non-binding
basis, with the Subordinate Class Representative prior to making or refraining from making any Major Decision with respect to such
Collateral Interest or as to which provision is otherwise made herein. The Special Servicer (i) shall promptly send the Subordinate
Class Representative notice of and a copy of any written recommendation and analysis for such action together with all related Decision
Information, and (ii) shall consult, on a non-binding basis, with the Subordinate Class Representative prior to making or refraining
from making any Major Decision or providing or denying any waiver or consent with regard to a Major Decision. The Special Servicer shall
consider any recommendations or proposals from Subordinate Class Representative and determine whether any changes to its proposed
course of action with respect to a decision should be made, such determination being made in accordance with the Servicing Standard and
the other terms of this Agreement. In the event that the Subordinate Class Representative does not propose alternative courses of
action or otherwise does not consult with the Special Servicer within ten (10) days after receipt of the Decision Information, the
Special Servicer shall take the proposed course of action with respect to such decision.


 


(e)            After
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence of a Consultation Termination Event
(other than in case of any Non-Serviced Commercial Real Estate Loan), the Special Servicer shall also consult, on a non-binding basis,
with the Subordinate Class Representative in connection with each Asset Status Report, prior to finalizing and executing such Asset
Status Report and the Subordinate Class Representative shall propose alternative courses of action within ten (10) Business
Days of receipt of each such Asset Status Report. The Special Servicer shall consider any such proposals from the Subordinate Class Representative
and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in accordance with
the Servicing Standard and the other terms of this Agreement. In addition, notwithstanding anything to the contrary herein, after the
occurrence and during the continuance of a Control Termination Event with respect to a Serviced Commercial Real Estate Loan, the Special
Servicer shall consult with the Operating Advisor in connection with each Asset Status Report, prior to finalizing and executing such
Asset Status Report and the Operating Advisor shall, if it determines that an alternative course of action should be considered by the
Special Servicer, propose, by written notice, such alternative course(s) of action within ten (10) Business Days of receipt
of each such Asset Status Report; provided that the Special Servicer shall have no obligation to accept or implement in whole or
in part any such suggested alternative. In the event that either the Operating Advisor or the applicable Directing Holder, as applicable,
does not propose alternative courses of action within ten (10) Business Days after receipt of such Asset Status Report, the Special
Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


(f)            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.


 


(g)            No
Directing Holder shall owe any fiduciary duty to the Note Administrator, the Trustee, the Operating Advisor, the Servicer, the Special
Servicer or any Noteholder. No Directing Holder 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) any
Directing Holder 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) any Directing Holder may have
special relationships and interests that conflict with the interests of any Noteholder, (iii) it shall take no action against any
Directing Holder or any of their respective officers,


 






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directors, employees, principals or agents as a result of such special relationships
or interests, and (iv) no Directing Holder 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.


 


(h)            The
Note Administrator shall: (i) upon written request (which includes via electronic mail) confirm for the Servicer, the Special
Servicer, the Trustee and the Operating Advisor the occurrence or cessation of any Control Shift Event, Control Termination Event or Consultation
Termination Event, (ii) upon any change in the Directing Holder or upon request, provide the name of the applicable Directing Holder
to the Operating Advisor, the Trustee, the Servicer and the Special Servicer, and (iii) upon any change in the Operating Advisor
or upon request, provide the name of any successor Operating Advisor to the applicable Directing Holder, the Servicer and the Special
Servicer.


 


(i)             The
Servicer, the Special Servicer, the Trustee or the Operating Advisor may from time to time request in writing (which includes via electronic
mail) that the Note Administrator provide confirmation as to whether a Control Shift Event, Control Termination Event or a Consultation
Termination Event has occurred in the twelve (12) months preceding any such request or any other period specified in such request. The
Note Administrator shall respond to any such request within 10 calendar days.


 


(j)             For
the avoidance of doubt, in the event the Servicer or the Special Servicer, as applicable, determines, in accordance with
the Servicing Standard, that any direction or refusal to consent by the applicable Directing Holder or any advice from the applicable
Directing Holder, the Operating Advisor or any Companion Participation Holder 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 applicable Directing Holder, the Operating Advisor or the applicable Companion Participation Holder
of its determination, along with a reasonably detailed explanation of the basis therefor.


 


(k)            To
the extent that the applicable Directing Holder 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 applicable Directing Holder’s response.


 


Section 3.24            Reference
to the Directing Holder. Unless expressly stated otherwise, the rights of the applicable Directing Holder with respect to any Collateral
Interests to direct the Servicer and Special Servicer and to consent to any action taken or not taken by the Servicer or Special Servicer
shall, at any time that a Control Termination Event has occurred and is continuing with respect to such Collateral Interest, convert to
a right to consult, on a non-binding basis, with the Servicer and Special Servicer (but not direct either the Servicer or the Special
Servicer or consent to any action taken or not taken by the Servicer or the Special Servicer), which consultation rights shall terminate
at any time that a Consultation Termination Event has occurred and is continuing with respect to such Collateral Interest. For the avoidance
of doubt, no Control Termination Event or Consultation Termination Event shall occur in respect of any Non-CLO Controlled Collateral Interest.


 


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,


 






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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 Participation Agent (if applicable), the Issuer, any applicable Directing Holder 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.


 






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(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.


 


(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 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 Pre-Approved Modification, Administrative Modification or a Significant
Modification) shall each consult with and obtain the consent of the related Companion Participation Holder to the extent required by the
related Participation Agreement; provided that with respect to any Major Decision with respect to a Participated Loan, the Subordinate
Class Representative will obtain the consent of or conduct any consultation, as applicable with any related Companion Participation
Holders.


 


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)             For
so long as no Control Shift Event has occurred and is continuing with respect to the Class F Notes, the Subordinate Class Representative
shall have the right to exercise the consultation


 






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rights of the Issuer as holder of any Non-CLO Controlled Collateral Interest pursuant
to the related Participation Agreement.


 


(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 Directing Holder,
as applicable, hereunder.


 


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 Special
Servicer 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, (i) GPMT shall deliver its Largest One Quarter Future Advance Estimate
to the Special Servicer, the Servicer, the Operating Advisor and the Note Administrator and (ii) the Future Funding Indemnitor shall
deliver to the Special Servicer, the Servicer, the Operating Advisor, 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, 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 Operating Advisor, 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 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.


 






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(c)            Pursuant
to the Future Funding Agreement, for so long as any Future Funding Companion Participation is held by an Affiliated Future Funding
Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation
and, except as otherwise provided in clause (a) above, 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 Operating Advisor, 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 Operating Advisor to perform its obligations described below. The Operating Advisor shall,
within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from the Seller, (A) review
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 Operating Advisor to perform its obligations described in the following subclause (C), and (C) by written
notice to the Note Administrator, the 17g-5 Information Provider, the Seller 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 Operating Advisor in the documentation
provided by the Seller that in the reasonable opinion of the Operating Advisor would support a determination of a Two Quarter Future Advance
Estimate that is at least 25% higher than Seller’s Two Quarter Future Advance Estimate for such period and shall state that 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 Operating Advisor’s Two Quarter Future Advance Estimate is at least 25% higher than Seller’s Two Quarter
Future Advance Estimate for any period, then the Operating Advisor’s Two Quarter Future Advance Estimate for such period shall control;
otherwise, Seller’s Two Quarter Future Advance Estimate for such period shall control.


 


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


 


The
Operating Advisor may conclusively rely on any and all documents and information provided to the Operating Advisor 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 Operating Advisor shall not,
under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than the Seller
(including, any Obligors 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 the Seller.


 


(e)            No
Two Quarter Future Advance Estimate will be required to be made by the Seller or the Operating Advisor 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 Special Servicer, the Servicer, the Operating Advisor, the Note Administrator and the 17g-5


 






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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 from the Operating Advisor described in clauses (b) and
(c) above shall be emailed 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.


 


(f)             Notwithstanding
the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the
Operating Advisor pursuant to this Section 3.26, shall be provided to the Operating Advisor electronically by email addressed
to cmbs.notices@parkbridgefinancial.com with a subject reference to “GPMT 2021-FL3” (or similar reference). Further, any budgets,
calculations or other numeric information delivered to the Operating Advisor 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 and the Operating Advisor. (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 with on-line telephone access to all information with respect to the Commercial Real Estate Loans via
CMSView or any successor facility or system, as applicable, 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


 






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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.


 


(e)            Commencing
with respect to the calendar year ending December 31, 2021 (as to annual information) and the calendar quarter ending on September 30,
2021 (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)            With
respect to each Collateral Interest, if (i) a Control Termination Event has occurred and is continuing with respect to such Collateral
Interest and (ii) during the prior calendar year a Final Asset Status Report was prepared by the Special Servicer in connection with
any Specially Serviced Loan or REO Property, then, based on the Operating Advisor’s review of any annual compliance statement or
related report, Asset Status Report and other information (other than any communications between the applicable Directing Holder and the
Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor
shall, within 120 days of the end of the prior calendar year, deliver an annual report setting forth the Operating Advisor’s assessment
of the Special Servicer’s performance of its duties with respect to such Collateral Interest under this Agreement on an asset level
basis with respect to the resolution and/or liquidation of any Specially Serviced Loan and REO Property during the prior calendar year
(the “Operating Advisor Annual Report”) to the Note Administrator and the 17g-5 Information Provider (and made available
to


 






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the Trustee, the Special Servicer and the Rating Agencies through the 17g-5 Website). Each Operating Advisor Annual Report shall be
substantially in the form of Exhibit C of this Agreement (which form may be modified or altered as to either its organization
or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement) and shall be
based on the Operating Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating
Advisor pursuant to Section 3.11 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor
pursuant to Section 3.12 of this Agreement, any Asset Status Report, other information delivered to the Operating Advisor
by the Special Servicer and oral communications with the Special Servicer; provided that in no event shall the information or any
other content included in the Operating Advisor Annual Report contravene any provision of this Agreement. Subject to the restrictions
in this Agreement, each such Operating Advisor Annual Report shall, with respect to the Collateral Interests (A) identify any material
deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with
respect to the resolution and/or liquidation of any Specially Serviced Loan and REO Property and (B) comply with all of the confidentiality
requirements applicable to the Operating Advisor set forth in this Agreement. The Special Servicer shall be given an opportunity to review
any Operating Advisor Annual Report at least ten (10) calendar days prior to its delivery to the Note Administrator; provided,
that the Operating Advisor shall have no obligation to consider any comments to such Operating Advisor Annual Report that are provided
by the Special Servicer. As used in connection with the Operating Advisor Annual Report, the term “asset level basis” refers
to the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans
and REO Properties, taking into account the Special Servicer’s specific duties in this Agreement as well as the extent to which
those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of the items
required to be reviewed by it pursuant to this Agreement.


 


(h)            Except
as provided in this Section 4.01 or elsewhere in this Agreement, none of the Servicer, the Special Servicer or the
Operating Advisor, 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 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 Issuer 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.


 


Article V


 


SERVICER
and special servicer COMPENSATION AND ExPENSES; operating advisor compensation


 


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


 






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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 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


 






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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.


 


(b)    The
Special Servicer shall give the Advancing Agent, 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 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.


 


(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


 






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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 Subordinate Class Representative and, for so
long as no Control Termination Event has occurred and is continuing with respect to any Collateral Interest, for any deferral in excess
of six (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).


 


(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


 






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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.


 


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


 






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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.


 


(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


 






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constituting Additional Special Servicing Compensation with respect to the Commercial Real
Estate Loans.


 


Section 5.04        Operating
Advisor Compensation.    As consideration for the performance of its duties with respect to the
Collateral Interests subject to this Agreement, the Operating Advisor shall be entitled to the Operating Advisor Fees for each Collateral
Interest remaining subject to this Agreement during any calendar month or part thereof. The Operating Advisor Fees shall be payable monthly
on the Remittance Date. The Servicer shall pay to the Operating Advisor the Operating Advisor Fees on the Remittance Date of each month
from amounts on deposit in the Collection Account in accordance with Section 3.03(b)(iv) hereof. The right to receive
the Operating Advisor Fees may not be transferred in whole or in part except in connection with the transfer of all of the Operating
Advisor’s responsibilities and obligations under this Agreement. Except with respect to the Monthly Operating Advisor Fee (for
which no invoice from the Operating Advisor shall be required), the Operating Advisor shall provide to the Servicer an invoice with respect
to the Operating Advisor Review Fee for payment of such amount. The Servicer shall be obligated to pay any such Operating Advisor Review
Fee out of the Collection Account pursuant to Section 3.03(b) only after receipt of such invoice (except that no invoice
shall be required for the Monthly Operating Advisor Fee), and the Servicer shall be entitled to conclusively rely on such invoice.


 


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 Subordinate Class Representative (with respect to the Servicer)
or the applicable Directing Holder (with respect to the Special Servicer).


 


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 Sub-Servicer, the Special Servicer, the Trustee, the Note Administrator, the Operating
Advisor 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 Sub-Servicer, the Special Servicer, the Note Administrator, the Operating Advisor 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 Sub-Servicer, the Special Servicer, the Note Administrator, the Operating Advisor 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 Sub-Servicer, the Special
Servicer, the Note Administrator, the Operating Advisor or the


 






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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, any Subordinate Class Representative, 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 Sub-Servicer,
the Special Servicer, the Note Administrator, the Operating Advisor 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 Sub-Servicer, the Special Servicer, the Note Administrator, the Operating Advisor
or the Trustee, as the case may be, or breach of the Servicer’s, the Special Servicer’s, the Note Administrator’s, the
Operating Advisor’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.


 


In
the event that the Servicer, the Special Servicer, the Note Administrator, the Operating Advisor 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 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, the Operating Advisor 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), the Operating Advisor
or the Trustee, as applicable, hereunder or (ii) a breach of the representations and warranties of the Servicer, the Special Servicer
or the Operating Advisor set forth in Section 7.01.


 


Each
of the Servicer, the Special Servicer and the Operating Advisor, 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, the Special Servicer or the Operating Advisor, 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, the Special Servicer and the Operating
Advisor 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


 






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incurred by the Servicer, the Special Servicer
or the Operating Advisor, 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, the Special Servicer and the Operating Advisor shall be entitled to the same rights, protections, immunities and
indemnities afforded to each herein in connection with any matter contained in the Indenture.


 


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 Directing Holder, 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 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, the Trustee or the Operating Advisor hereunder.


 


Section 6.03        Eligibility;
Successor, the Servicer, the Special Servicer or the Operating Advisor. (a) The Issuer, the Servicer, the Special Servicer and
the Operating Advisor 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 Servicer, the Special Servicer and the Operating Advisor 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 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
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


 






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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 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.


 


(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.


 


(d)    The
Operating Advisor may resign from its obligations and duties hereby imposed on it (i) upon thirty (30) days prior written notice
to the Issuer, the Servicer, the Special Servicer, the Note Administrator and the Trustee and (ii) upon the appointment of, and the
acceptance of such appointment by, a successor operating advisor meeting the requirements for an Eligible Operating Advisor and the Rating
Agency Condition has been satisfied with respect to appointment of a successor operating advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the Operating Advisor’s responsibilities
and obligations. The resigning party shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Note
Administrator) associated with a transfer of its duties pursuant to this Section 6.03(d).


 


(e)    In
addition to the foregoing, the Operating Advisor will be automatically terminated from its obligations and duties hereunder, without
payment of any penalty, at any time when the Aggregate Outstanding Amounts (excluding any deferred interest amounts) of the Class A,
the Class A-S, the Class B, the Class C, Class E and the Class E Notes have been reduced to zero. No successor
operating advisor shall be required to be appointed in connection with, or as a condition to, such resignation.


 


(f)     The
Directing Holder with respect to the largest amount of Collateral Interests by aggregate Principal Balance after subtracting any Appraisal
Reduction Amounts allocated to such Collateral Interest will have the right to designate any successor Servicer appointed under this
Agreement; provided, however, that if such Directing Holder does not appoint a successor Servicer (including that the assumption
by such successor Servicer becomes effective) within sixty (60) days from notice of termination or resignation, as applicable, the Servicer
may appoint such successor Servicer.


 






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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 national banking association duly organized, validly existing
and in good standing under the laws of the United States of America, and is 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;


 


(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


 






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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);


 


(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


 






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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.


 


(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-


 






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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.


 


(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.


 






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(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
Operating Advisor hereby makes the following representations and warranties to each of the other parties hereto:


 


(i)            Due
Organization, Qualifications and Authority. The Operating Advisor has the full power, authority and legal right to execute
and deliver this Agreement and to perform in accordance herewith; the Operating Advisor 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 Operating Advisor, 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.


 


(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 Operating Advisor, (v) conflicts with or results in a breach of any of the terms, conditions or
provisions of the Operating Advisor’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 Operating Advisor 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 Operating Advisor r 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 Operating Advisor
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 Operating Advisor or its property is subject if compliance therewith is necessary
for the Operating Advisor 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 Operating Advisor’s knowledge, threatened against
the Operating Advisor 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 Operating Advisor 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 Operating Advisor is required for (x) the Operating Advisor’s
execution and delivery of this Agreement, or (y) the consummation of the transactions of the Operating Advisor contemplated by this
Agreement, or, to the extent required, such consent,


 






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approval,
authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that the Operating Advisor
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 Operating
Advisor to perform its obligations under this Agreement in accordance with the terms hereof.


 


(v)           No
Default/Violation. The Operating Advisor 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 Operating Advisor to perform its obligations hereunder.


 


(e)            The
representations and warranties of the Servicer, the Special Servicer, the Operating Advisor 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


 


(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 Trustee acting on behalf of the Issuer) (or such extended period of time approved by the Issuer (or the Trustee
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


 






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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,


 


then,
and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, (i) the Issuer (or
the Trustee 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 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 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 Note Administrator 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


 






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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 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; provided
that, consent of the Directing Holder with respect to the largest amount of Collateral Interests by aggregate Principal Balance after
subtracting any Appraisal Reduction Amounts allocated to such Collateral Interest shall have the right to consent to any waiver of a
Servicer Termination Event under this Agreement. 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 Subordinate Class Representative. Prior to a Control Termination Event with respect to a Collateral
Interest relating to a Serviced Commercial Real Estate Loan, the Subordinate Class Representative shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement with respect to such Collateral Interest, with or without cause,
upon ten (10) Business Days’ notice to the Issuer, Special Servicer, the Servicer, the Operating Advisor, 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 related Directing Holder without cause shall be paid by
such Directing Holder, (c) all applicable accrued and unpaid Special Servicing Fees or Additional 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.


 


Section 7.04    Termination
of the Special Servicer by the Noteholders. If a Control Termination Event has occurred and is continuing with respect to the CLO
Controlled Collateral Interests, upon (i) the written direction of holders of Notes evidencing not less than 25% of the aggregate
Voting Rights of the Notes Outstanding requesting a vote to replace the Special Servicer with a new Special Servicer with respect to
such Collateral Interests and (ii) payment by such Holders, as applicable, to the Note Administrator of the reasonable fees and
expenses (including any legal fees) to be incurred by the Note Administrator in connection with administering such vote, the Note Administrator
shall promptly provide written notice to all Noteholders of such request by posting such notice on its internet website, and by mail,
and conduct the solicitation of votes of all the Notes in such regard. Upon receipt by the Note Administrator and Trustee of the written
direction of holders of the Notes evidencing at least 75% of the aggregate Voting Rights of all the Notes Outstanding at such time (voting
as a single Class), the Trustee will be required to terminate all of the rights and obligations of the Special Servicer with respect
to the applicable Collateral Interests under the Indenture and Servicing Agreement and, subject to the satisfaction


 






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of
the Rating Agency Condition, appoint the successor Special Servicer with respect to such Collateral Interests designated or approved
by such Noteholders, subject to the indemnification rights, right to outstanding fees, right to reimbursement of advances and other rights
of the outgoing Special Servicer as set forth in the Indenture and this Agreement which survive removal of the Special Servicer. The
Note Administrator will include on each Monthly Report a statement that each Noteholder may access such notices on the Note Administrator’s
website and each Noteholder may register to receive email notifications when such notices are posted on the website. The Note Administrator
will be entitled to reimbursement from the requesting Noteholders for the reasonable expenses of posting notices of such requests. In
the event that such vote to replace the Special Servicer does not take place within 180 days of notice from the Note Administrator of
the request for such vote, such initial request for replacement of the Special Servicer with respect to the CLO Controlled Collateral
Interests (and the related subsequent vote to replace the Special Servicer with respect to the CLO Controlled Collateral Interests) shall
be of no force and effect.


 


Notes
owned by the Issuer, the Co-Issuer, the Special Servicer or any affiliate thereof will not be deemed to be outstanding for purposes of
voting on removal or replacement of the Special Servicer.


 


Section 7.05    Termination
of the Special Servicer Upon Operating Advisor’s Recommendation. After the occurrence and during the continuance of a Consultation
Termination Event with respect to any Serviced Commercial Real Estate Loan, if the Operating Advisor determines that the Special Servicer
is not performing its duties with respect to such Collateral Interest, as required hereunder or is otherwise not acting in accordance
with the Servicing Standard with respect to any Serviced Commercial Real Estate Loan, the Operating Advisor shall deliver to the Trustee,
the Note Administrator, with a copy to the Special Servicer, a written recommendation detailing the reasons supporting its position (along
with relevant information justifying its recommendation) and recommending a suggested replacement special servicer with respect to any
Serviced Commercial Real Estate Loan, which shall be a Qualified Servicer. In such event, pursuant to the terms of the Indenture, the
Note Administrator shall promptly post notice of such recommendation on the Note Administrator’s Website, and conduct the solicitation
of votes of all Noteholders in such regard. Upon (i) the written direction of holders of greater than 75% of the aggregate Voting
Rights of the Notes (voting as a single Class) within 180 days from the time of recommendation and posting and (ii) satisfaction
of the Rating Agency Condition with respect to the appointment of such successor Special Servicer, the Note Administrator shall notify
the Trustee and the Trustee shall (x) terminate all of the rights and obligations of the Special Servicer with respect to the applicable
Collateral Interests under this Agreement (subject to the indemnification rights, right to outstanding fees, right to reimbursement of
advances and other rights of the outgoing Special Servicer as set forth in the Indenture and this Agreement which survive removal of
the Special Servicer) and appoint a successor special servicer with respect to such Collateral Interests as recommended by the Operating
Advisor and designated or approved by the Noteholders and (y) promptly notify such outgoing Special Servicer of the effective date
of such termination. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed
to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder
and the Rating Agency Condition with respect to such appointment shall have been satisfied. The Note Administrator shall, upon request,
deliver the results of any such votes to the Trustee, and shall provide the Trustee with any additional information in its possession
reasonably necessary for the Trustee to determine the requisite percentage of Noteholders required to effectuate such termination.


 


In
the event that such vote to replace the Special Servicer does not take place within 180 days of notice from the Note Administrator of
the request for such vote, such initial request for replacement of the Special Servicer (and the related subsequent vote to replace the
Special Servicer) shall be of no force and effect.


 






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The
reasonable costs and expenses associated with administering the vote of the Noteholders, if applicable, will be an Issuer expense.


 


In
no event may a successor Special Servicer be a current or former Operating Advisor or any affiliate of a current or former Operating
Advisor.


 


Section 7.06    Termination
of the Operating Advisor. (a) Upon (i) the written direction of holders of Notes evidencing not less than 15% of the Voting
Rights of the Notes (voting as a single Class) requesting a vote to terminate and replace the Operating Advisor with a proposed successor
Operating Advisor that is an Eligible Operating Advisor and (ii) payment by such Noteholders to the Note Administrator of the reasonable
fees and expenses to be incurred by the Note Administrator in connection with administering such vote, the Note Administrator shall promptly
provide written notice of such request to the Operating Advisor and to all Noteholders (by posting such notice on its internet website
and by mailing such notice to all Noteholders). Upon receipt by the Note Administrator and the Trustee of the written direction of holders
of more than 50% of the Voting Rights of the Notes that exercise their right to vote (voting as a single Class), and satisfaction of
the Rating Agency Condition, the Trustee shall terminate all of the rights and obligations of the Operating Advisor under this Agreement
by written notice to the Operating Advisor, other than any rights and obligations that accrued prior to the date of such termination
(including accrued and unpaid Operating Advisor compensation and indemnification rights arising out of events occurring prior to the
date of such termination). In the event that less than 50% of the Voting Rights of the Notes exercise their right to vote, the Trustee
shall not remove the Operating Advisor. The Note Administrator shall include on each Monthly Report a statement that each Noteholder
and beneficial owner of Notes may access such notices on the Note Administrator’s website and each Noteholder and beneficial owner
of Notes may register to receive email notifications when such notices are posted on the website. The Note Administrator shall be entitled
to reimbursement from the requesting Noteholders for the reasonable expenses of posting such notices. In connection with any appointment
of and assumption by a successor Operating Advisor, the Trustee may make such arrangements for the compensation of such successor Operating
Advisor as it and such successor Operating Advisor shall agree. In the event the Trustee is unable to identify a successor Operating
Advisor at the rate of compensation provided hereunder, the Trustee is hereby authorized to make arrangements for payment of increased
compensation at whatever market rate is reasonably necessary to identify and retain a successor Operating Advisor. Any such increased
compensation (including in the event that the Trustee or the Note Administrator or an affiliate of the Trustee or the Note Administrator
is the successor Operating Advisor) shall be an expense of the Issuer.


 


(b)            As
soon as practicable, but in no event later than 15 Business Days after the Trustee notifies the Noteholders that an Operating Advisor
Termination Event has occurred and has not been cured, the Trustee on behalf of the Issuer shall, upon the written direction of the holders
evidencing at least 25% of the Voting Rights of the Notes (voting as a single Class), terminate all of the rights and obligations of
the Operating Advisor under this Agreement, other than any rights and obligations that accrued prior to the date of such termination
(including accrued and unpaid Operating Advisor compensation and indemnification rights arising out of events occurring prior to the
date of such termination), by written notice to the Operating Advisor. The terminated party shall pay all costs and expenses (including
without limitation all costs and expenses incurred by the Trustee) related to a transfer of its duties pursuant to this Section 7.06(b) (and
if such terminated party does not pay such costs and expenses, then such costs and expenses shall be an expense of the Issuer). Following
such termination of the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor,
subject to satisfaction of the Rating Agency Condition, which successor Operating Advisor may be an affiliate of the Note Administrator
or the Trustee; however, if the Note Administrator or the Trustee, as applicable, is acting as the successor Servicer or the successor
Special Servicer, neither the Note Administrator nor the Trustee, as the case may be, nor any of such party’s affiliates may be
the successor Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the
Servicer,


 






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the
Special Servicer, the Note Administrator and the Preferred Share Paying Agent, within one business day of such appointment. The Operating
Advisor may not at any time be the Servicer, the Special Servicer, the Subordinate Class Representative, the Directing Holder,
or an affiliate of any of them. The appointment of the successor Operating Advisor shall not be subject to the vote, consent or approval
of the Noteholders. Upon any termination of the Operating Advisor and appointment of a successor Operating Advisor, the Trustee shall,
as soon as possible, give written notice of the termination and appointment to the 17g-5 Information Provider, the Note Administrator,
the Special Servicer, the Servicer and the Preferred Share Paying Agent.


 


For
purposes of this Section 7.06(b), “Operating Advisor Termination Event” shall mean:


 


(i)            any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach
of its representations or warranties under this Agreement, which failure continues unremedied for a period of 30 days after the date
on which written notice of such failure is given to the Operating Advisor by any party to this Agreement or to the Operating Advisor
and the Trustee by the holders of more than 25% of the Notes; provided, that with respect to any such failure which is not curable
within such 30 day period, the Operating Advisor shall have an additional cure period of 30 days to effect such cure so long as it has
commenced to cure such failure within the initial 30 day period and has provided the Trustee with an Officer’s Certificate certifying
that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)           any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for
a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by any party to this
Agreement;


 


(iii)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days
after the date on which written notice of such failure is given to the Operating Advisor by any party to this Agreement;


 


(iv)          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 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 Operating Advisor, and such decree or order shall have remained in force undischarged
or unstayed for a period of 60 days;


 


(v)           the
Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating
Advisor or of or relating to all or substantially all of its property; and


 


(vi)          the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of
any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment
of its obligations.


 


As
soon as practicable, upon a Responsible Officer of the Trustee obtaining actual knowledge that an Operating Advisor Termination Event
has occurred, the Trustee shall provide written


 






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notice
to the Note Administrator, and the Note Administrator shall promptly provide written notice to all Noteholders electronically by posting
such notice the 17g-5 Website and by mail, unless such Operating Advisor Termination Event has been remedied or waived. The Trustee
at the direction of the Subordinate Class Representative may waive any default by the Operating Advisor 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 Operating
Advisor 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 7.07    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 such extended period of time approved by 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.


 


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 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 incurring


 






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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,
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 in effecting the termination of the responsibilities and rights hereunder
of the Note Administrator or the Trustee, as applicable.


 


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 but subject to the rights of the Directing Holder pursuant to Section 6.03(f), 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.


 


Section 7.09    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 and the Special Servicer, with a copy to the Note Administrator, evidence
satisfactory to each of the Servicer and the Special Servicer substantiating that it is not a Non-Exempt Person and that the Servicer
and the Special Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the 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


 






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sentence
by furnishing to each of the Servicer and the Special Servicer, 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,
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 and the Special
Servicer 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 and the Special Servicer the requested
forms, certificates, statements or documents.


 


(b)            The
obligations of each of the Servicer and the Special Servicer 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 7.10    Post-Closing
Performance Conditions.


 


The
Servicer, the Special Servicer and the Issuer agree to cooperate with reasonable requests made by the Servicer or the Special Servicer
or 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).


 


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 the Operating Advisor as applicable, 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, the Operating Advisor 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, Special Servicing Fees, Workout Fees or Liquidation Fees, Monthly Operating Advisor Fees, Operating Advisor Review Fees,
Operating Advisor Consulting Fees (to the extent paid by the related Obligor), and Servicing Advances or Servicing Expenses through the
termination date to which the Servicer, Special Servicer and/or Operating Advisor 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


 






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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, Monthly Operating Advisor Fees, Operating Advisor Review Fees, Operating
Advisor Consulting Fees (to the extent paid by the related Obligor), 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, the Special Servicer or the Operating Advisor, 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, the Special Servicer or the Operating Advisor 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).


 


(b)            Until
the Servicer, the Special Servicer or the Operating Advisor, 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, the Special Servicer or the Operating Advisor, 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,
Monthly Operating Advisor Fees, Operating Advisor Review Fees, Operating Advisor Consulting Fees 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 Note Administrator, the Trustee, the Advancing Agent, the Servicer, the Operating Advisor
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


 






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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 Note Administrator, the Trustee, the Operating Advisor, 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.


 


(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.


 






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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-FL3, Ltd.

3 Bryant Park, 24th Floor

New York, NY 10036

Attention: General Counsel

Email: GPMT2021-FL3@gpmtreit.com;



 


		(b)	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-FL3;



 


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


 


		(c)	if to the Trustee, at

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – GPMT 2021-FL3

Facsimile number: (302) 636-6196;



 


with a copy to:

Email: cmbstrustee@wilmingtontrust.com;


 


		(d)	if to the Servicer, at

Wells Fargo Bank, National Association,

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GPMT 2021-FL3 Asset Manager

Fax: (704) 715-0036

Email: commercial.servicing@wellsfargo.com



 


with respect to any notice relating to the Rating Agency
Q&A Forum and Servicer Document Request tool:


 


RAInvRequests@wellsfargo.com


 


with respect to any notice relating to the Investor Q&A
Forum:


 


REAM_InvestorRelations@wellsfargo.com


 


with a copy to:


 






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K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy Ackermann


 


		(e)	if to the Special Servicer, at

Trimont Real Estate Advisors., LLC

One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: Special Servicing;



 


with copies by email to:


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-FL3@gpmtreit.com; and



 


		(g)	if to the Operating Advisor, at

Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GPMT 2021-FL3 – Surveillance Manager



 


with a copy sent via email to:

cmbs.notices@parkbridgefinancial.com;


 


		(h)	if to the initial Companion Participation Holders, at the addresses set forth on Exhibit E hereto; and



 


		(i)	if to the initial Directing 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, the Special Servicer or the Operating Advisor,
as the case may be, by a Responsible Officer of the Issuer, 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, the Special Servicer or the Operating Advisor, as the case


 






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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, the Note Administrator or the Operating Advisor, 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.


 


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 Operating
Advisor, 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     Operating
Advisor Contact with the Servicer and the Special Servicer.


 


Upon
request, each of the Servicer and the Special Servicer shall, not more frequently than once per month, without charge, make a knowledgeable
servicing officer available via telephone during normal business hours to verbally answer questions from (a) the Operating Advisor
and (b) the applicable person in accordance with the control and consultation procedures of Section 3.23, regarding the performance
and servicing of the Collateral Interests and/or REO Properties for which the Servicer or the Special Servicer, as the case may be, is
responsible.


 


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


 






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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.


 


Section 9.08     Protection
of Confidential Information. The Servicer, the Special Servicer and the Operating Advisor
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, the Special
Servicer and the Operating Advisor 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, the Special Servicer or the Operating Advisor, 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
or in respect of which the Operating Advisor is performing its duties hereunder, as the case may be, so long as the Servicer, the Special
Servicer or the Operating Advisor 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, the Special Servicer or the Operating Advisor, 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;


 






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(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, the Special Servicer nor the Operating Advisor, 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.


 


Section 9.11     Rating
Agency Notices. (a) 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 Operating Advisor; (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


 






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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
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.


 


(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 Advancing Agent, the Operating Advisor, the Note Administrator, 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 Advancing Agent, the Operating Advisor, 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 Advancing Agent, the Operating
Advisor, 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 Advancing Agent, the Operating
Advisor, 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 Advancing Agent, the Operating Advisor 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 Operating Advisor, or the Trustee of any amounts due pursuant to this Agreement until


 






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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.


 


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]


 



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IN
WITNESS WHEREOF, the Issuer, the Operating Advisor, 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-FL3, LTD., as Issuer




 


	 	By:	 /s/ Michael J. Karber
	 	 	Name: Michael J. Karber
	 	 	Title:   Authorized Signatory






 


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	 	PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor




 


	 	By:	Park Bridge Advisors LLC, a New York limited liability company
	 	 	Its Sole Member




 


	 	 	By:	Park Bridge Financial LLC, a New York limited liability company
	 	 	 	Its Sole Member
	 	      	By:	 /s/ Robert J. Spinna, Jr.
	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	Title:   Managing Member



 


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	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee




 


	 	By:	/s/ Patrick A. Kanar
	 	 	Name: Patrick A. Kanar
	 	 	Title:   Banking Officer






 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator




 


	 	By:	/s/ Dawn Matlock
	 	 	Name: Dawn Matlock
	 	 	Title:   Vice President



 


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	 	GPMT SELLER LLC, as Advancing Agent




 


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






 










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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer




 


	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title: Director






 


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	 	TRIMONT REAL ESTATE ADVISORS, LLC, as Special Servicer




 


	 	By:	/s/ Brian P. Ward
	 	 	Name: Brian P. Ward
	 	 	Title:   Authorized Signatory






 


GPMT 2021-FL3 – Servicing Agreement