OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS,
AND (2) A "QUALIFIED PURCHASER," AS DEFINED IN SECTION 2(a)(51) OF THE 1940 ACT
AND THE RULES THEREUNDER (A "QUALIFIED PURCHASER"), IN A PRINCIPAL AMOUNT OF NOT
LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR
(II) TO AN INSTITUTION THAT IS A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION,"
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN
EXCESS THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN
THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
EACH
PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE.
ANY TRANSFER IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND
WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE
TRUSTEE, THE NOTE ADMINISTRATOR, OR ANY INTERMEDIARY.
IF AT ANY TIME, THE
ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE
HOLDER OF SUCH NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT
THIS NOTE
A-6-1
BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS
APPLICABLE.
A-6-2
GPMT 2019-FL2, LTD.
GPMT 2019-FL2 LLC
CLASS B THIRD PRIORITY SECURED FLOATING RATE NOTE DUE 2036
No. IAI -
CUSIP No.
36259BAF4
U.S.$[
]
ISIN: US36259BAF40
Each of GPMT 2019-FL2, LTD., an exempted company incorporated with limited
liability under the laws of the Cayman Islands (the "Issuer") and GPMT 2019-FL2
LLC, a Delaware limited liability company (the "Co-Issuer") for value received,
hereby promises to pay to [
] or its registered assigns (a) upon
presentation and surrender of this Note (except as otherwise permitted by the
Indenture referred to below), the principal sum of the amount indicated above on
the Payment Date occurring in February 2036 (the "Stated Maturity Date"), to the
extent not previously paid, in accordance with the Indenture referred to below
unless the unpaid principal of this Note becomes due and payable at an earlier
date by declaration of acceleration, call for redemption or otherwise and
(b) the Class B Interest Distribution Amount allocable to this Note in
accordance with the Indenture payable initially on March 21, 2019,