Exhibit 10.1

EXECUTION VERSION

GPMT 2019-FL2, LTD.,
as Issuer,

GPMT 2019-FL2 LLC,
as Co-Issuer,

GPMT SELLER LLC,
as Advancing Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Note Administrator

INDENTURE

Dated as of February 28, 2019

TABLE OF CONTENTS

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INDENTURE, dated as of February 28, 2019, by and among GPMT 2019-FL2, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Issuer ”), GPMT 2019-FL2 LLC, a limited liability company formed under the laws of Delaware (the “ Co-Issuer ”), GPMT SELLER LLC, a limited liability company formed under the laws of Delaware, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “ Advancing Agent ”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its permitted successors and assigns in the trusts hereunder, the “ Trustee ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent, custodian, backup advancing agent and notes registrar (in all of the foregoing capacities, together with its permitted successors and assigns, the “ Note Administrator ”).

PRELIMINARY STATEMENT

Each of the Issuer and the Co-Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture.  All covenants and agreements made by the Issuer and Co-Issuer herein are for the benefit and security of the Secured Parties.  The Issuer, the Co-Issuer, the Note Administrator, in all of its capacities hereunder, the Trustee and the Advancing Agent are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Issuer and Co-Issuer in accordance with this Indenture’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising out of (in each case, to the extent of the Issuer’s interest therein and specifically excluding any interest of the related Companion Participation Holder therein and excluding any interest in the Excepted Property):

(a)           (i) the Closing Date Collateral Interests listed on Schedule A hereto which the Issuer purchases on the Closing Date and causes to be delivered to the Trustee (or to the Custodian hereunder) herewith, including all payments thereon or with respect thereto, and all Collateral Interests which are delivered to the Trustee (or to the Custodian hereunder) after the Closing Date pursuant to the terms hereof (including all Reinvestment Collateral Interests and Exchange Collateral Interests acquired by the Issuer after the Closing Date) and all payments thereon or with respect thereto, in each case, other than Retained Interest, if any, under, and as defined in, the Collateral Interest Purchase Agreement,

(b)           the Servicing Accounts, the Indenture Accounts and the related security entitlements and all income from the investment of funds in any of the foregoing at any time credited to any of the foregoing accounts,

(c)           the Eligible Investments,

(d)           the rights of the Issuer under the Collateral Management Agreement, the Collateral Interest Purchase Agreement, the Servicing Agreement, the Registered Office Terms, the AML Services Agreement and the Company Administration Agreement,

(e)           all amounts delivered to the Note Administrator (or its bailee) (directly or through a securities intermediary),

(f)            all other investment property, instruments and general intangibles in which the Issuer has an interest, other than the Excepted Property,

(g)           the Issuer’s ownership interest in, and rights to, all Permitted Subsidiaries, and

(h)           all proceeds with respect to the foregoing clauses (a) through (g).

The collateral described in the foregoing clauses (a) through (h), with the exception of the Excepted Property, is referred to herein as the “Collateral.”  Such Grants are made to secure the Offered Notes equally and ratably without prejudice, priority or distinction between any Offered Note and any other Offered Note for any reason, except as expressly provided in this Indenture (including, but not limited to, the Priority of Payments) and to secure (i) the payment of all amounts due on and in respect of the Offered Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture (together, the “ Secured Obligations ”).  The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted by or on behalf of the Issuer to the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the criteria set forth in the definitions of “Collateral Interest” or “Eligible Investment,” as the case may be.

Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders.  Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Collateral held for the benefit and security of the Noteholders or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to exercise, sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale.

The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with, and subject to, the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively protected in accordance with this Indenture.

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Notwithstanding anything in this Indenture to the contrary, for all purposes hereunder, no Holder of the Class E Notes and/or the Class F Notes shall be a secured party for purposes of the Grant by virtue of holding such Notes.

CREDIT RISK RETENTION

On the Closing Date, the Retention Holder will retain 100% of the Preferred Shares.  The Preferred Shares are referred to in this Indenture as the EHRI.  The fair value of the EHRI is $104,395,116.

As of the Closing Date, the aggregate outstanding Principal Balance of the Closing Date Collateral Interests equals approximately $825,032,857.

ARTICLE 1

DEFINITIONS

Section 1.1            Definitions

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.  The word “including” and its variations shall mean “including without limitation.”  Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2 , unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated “Articles,” “Sections,” “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed.  The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

“ 17g-5 Information ”:  The meaning specified in Section 14.3(a)  hereof.

“ 17g-5 Information Provider ”:  The meaning specified in Section 14.13(a)  hereof.

“ 17g-5 Website ”:  A password-protected internet website maintained by the 17g-5 Information Provider, which shall initially be located at www.ctslink.com , under the “NRSRO” tab for this transaction.  Any change of the 17g-5 Website shall only occur after notice has been delivered by the 17g-5 Information Provider to the Issuer, the Note Administrator, the Trustee, the Servicer, the Special Servicer, the Collateral Manager, the Placement Agents and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website.

“ 1940 Act ”:  Investment Company Act of 1940, as amended.

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“ Accepted Loan Servicer ”:  Any commercial real estate loan master or primary servicer that (1) is engaged in the business of servicing commercial real estate loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Commercial Real Estate Loans underlying the Collateral Interests owned or to be owned by the Issuer, (2) as to which Moody’s has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial real estate backed securities transaction serviced by such servicer prior to the time of determination and (3) within the prior 12-month period, has acted as a servicer in a commercial real estate backed securities transaction rated by KBRA and KBRA has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial real estate backed securities transaction serviced by such servicer prior to the time of determination.

“ Access Termination Notice ”:  The meaning specified in the Future Funding Agreement.

“ Account ”: Any of the Servicing Accounts, the Indenture Accounts and the Preferred Share Distribution Account.

“ Accountants’ Report ”:  A report of a firm of Independent certified public accountants of recognized national reputation.

“ Acquisition Criteria ”:  The meaning specified in Section 12.2(a)  hereof.

“ Acquisition and Disposition Requirements ”:  With respect to any acquisition (whether by purchase, exchange or substitution) or disposition of a Collateral Interest, satisfaction of each of the following conditions: (a) such Collateral Interest is being acquired or disposed of in accordance with the terms and conditions set forth in this Indenture; (b) the acquisition or disposition of such Collateral Interest does not result in a reduction or withdrawal of the then-current rating issued by Moody’s or KBRA on any Class of Notes then Outstanding; and (c) such Collateral Interest is not being acquired or disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

“ Act ” or “ Act of Securityholders ”:  The meaning specified in Section 14.2 hereof.

“ Advance Rate ”:  The meaning specified in the Servicing Agreement.

“ Advancing Agent ”:  GPMT Seller LLC, a Delaware limited liability company, solely in its capacity as advancing agent hereunder, unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter “Advancing Agent” shall mean such successor Person.

“ Advancing Agent Fee ”:  The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of Payments, equal to 0.02% per annum on the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date prior to giving effect to distributions with respect to such Payment Date; which fee is hereby waived by the

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Advancing Agent for so long as (i) Seller (or any of its Affiliates) is the Advancing Agent and (ii) the Retention Holder (or any of its Affiliates) owns the Preferred Shares.  Such fee shall accrue on the basis of the actual number of days during the related Interest Accrual Period divided by 360.

“ Advisers Act ”:  The Investment Advisers Act of 1940, as amended.

“ Advisory Committee ”:  The meaning specified in the Collateral Management Agreement.

“ Affiliate ” or “ Affiliated ”:  With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, Officer or employee (a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above.  For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; provided that neither the Company Administrator nor any other company, corporation or Person to which the Company Administrator provides directors and/or administrative services and/or acts as share trustee shall be an Affiliate of the Issuer or Co-Issuer; provided , further , that none of GPMT, the Collateral Manager, the Seller, the Retention Holder or any of their subsidiaries shall be deemed to be Affiliates of the Issuer.  The Note Administrator, the Servicer, the Special Servicer, the Collateral Manager and Trustee may rely on certifications of any Holder or party hereto regarding such Person’s affiliations.

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

“ Agent Members ”:  Members of, or participants in, the Depository, Clearstream, Luxembourg or Euroclear.

“ Aggregate Outstanding Amount ”:  With respect to any Class or Classes of the Notes as of any date of determination, the aggregate principal balance of such Class or Classes of Notes Outstanding as of such date of determination.  The Aggregate Outstanding Amount of the E Notes and the Class F Notes will be increased by the amount of any Deferred Interest on such Classes.

“ Aggregate Outstanding Portfolio Balance ”: On any Measurement Date, the sum of (without duplication) (i) the Aggregate Principal Balance of the Collateral Interests and (ii) the aggregate Principal Balance of all Principal Proceeds held as cash and Eligible Investments.

“ Aggregate Principal Balance ”: When used with respect to any Collateral Interests as of any date of determination, the sum of the Principal Balances on such date of determination of all such Collateral Interests.

“ AML Compliance ”:  Compliance with the Cayman AML Regulations.

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“ AML Services Agreement ”:  The AML Services Agreement, dated as of the Closing Date, by and between the Issuer and the AML Services Provider, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ AML Services Provider ”:  Maples Compliance Services (Cayman) Limited, unless a successor Person shall have become the AML services provider pursuant to the applicable provisions of the AML Services Agreement, and thereafter “AML Services Provider” shall mean such successor Person.

“ Appraisal ”:  The meaning specified in the Servicing Agreement.

“ Appraisal Reduction Amount ”:  The meaning specified in the Servicing Agreement.

“ Article 15 Agreement ”:  The meaning specified in Section 15.1(a)  hereof.

“ As-Stabilized LTV ”:  With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the Collateral Manager in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest to the value estimate of the related mortgaged property as reflected in an appraisal that was obtained not more than twelve (12) months prior to the date of determination (or, if originated by the Seller or an affiliate thereof, not more than three (3) months prior to the date of origination), which value is based on the appraisal or portion of an appraisal that states an “as-stabilized” value and/or “as-renovated” value for such property, which may be based on the assumption that certain events will occur, including without limitation, with respect to the re-tenanting, renovation or other repositioning of such property and, may be based on the capitalization rate reflected in such appraisal; provided, that if the appraisal was not obtained within three months prior to the date of determination, the Collateral Manager may adjust such capitalization rate in its reasonable good faith judgment executed in accordance with the Collateral Management Standard.  In determining As-Stabilized LTV for any Reinvestment Collateral Interest that is a Pari Passu Participation, the calculation of As-Stabilized LTV will take into account the outstanding Principal Balance of the Pari Passu Participation being acquired by the Issuer and the related Non-Acquired Participation(s) (assuming fully-funded).  In determining the As-Stabilized LTV for any Reinvestment Collateral Interest that is cross-collateralized with one or more other Collateral Interests, the As-Stabilized LTV will be calculated with respect to the cross-collateralized group in the aggregate.

“ Auction Call Redemption ”:  The meaning specified in Section 9.1(d)  hereof.

“ Authenticating Agent ”:  With respect to the Notes or a Class of the Notes, the Person designated by the Note Administrator to authenticate such Notes on behalf of the Note Administrator pursuant to Section 2.12 hereof.

“ Authorized Officer ”:  With respect to the Issuer or Co-Issuer, any Officer (or attorney-in-fact appointed by the Issuer or the Co-Issuer) who is authorized to act for the Issuer or Co-Issuer in matters relating to, and binding upon, the Issuer or Co-Issuer.  With respect to the Collateral Manager, the Persons listed on Schedule C attached hereto or such other Person or Persons specified by the Collateral Manager by written notices to the other parties hereto.  With

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respect to the Servicer, a “Responsible Officer” of the Servicer as set forth in the Servicing Agreement.  With respect to the Note Administrator or the Trustee or any other bank or trust company acting as trustee of an express trust, a Trust Officer.  Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“ Backup Advancing Agent ”:  The Note Administrator, solely in its capacity as Backup Advancing Agent hereunder, or any successor Backup Advancing Agent; provided that any such successor Backup Advancing Agent must be a financial institution having a long-term unsecured debt rating at least equal to “A2” by Moody’s and a short-term unsecured debt rating from Moody’s at least equal to “P-1.”

“ Bankruptcy Code ”:  The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2018 Revision) of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Companies Winding Up Rules 2018 of the Cayman Islands and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2018 of the Cayman Islands, each as amended from time to time.

“ Board of Directors ”:  With respect to the Issuer, the directors of the Issuer duly appointed in accordance with the Governing Documents of the Issuer and, with respect to the Co-Issuer, the LLC Managers duly appointed by the sole member of the Co-Issuer or otherwise.

“ Board Resolution ”:  With respect to the Issuer, a resolution of the Board of Directors of the Issuer and, with respect to the Co-Issuer, a resolution or unanimous written consent of the LLC Managers or the sole member of the Co-Issuer.

“ Business Day ”: Any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks are authorized or required by applicable law, regulation or executive order to close in New York, New York, in the States of North Carolina or Georgia, or the location of the Corporate Trust Office of the Note Administrator or the Trustee, or (iii) days when the New York Stock Exchange or the Federal Reserve Bank of New York are closed.

“ Calculation Agent ”:  The meaning specified in Section 7.14(a)  hereof.

“ Calculation Amount ”:  With respect to (i) any Collateral Interest that is a Modified Collateral Interest, the Principal Balance of such Collateral Interest, minus any Appraisal Reduction Amount allocated to such Collateral Interest; provided , that, if an Appraisal Reduction Amount based on an Updated Appraisal (or, when permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old) is not determined with respect to such Modified Collateral Interest within 60 days after it becomes a Modified Collateral Interest, the Calculation Amount with respect to such Modified Collateral Interest will be determined in accordance with clause (ii) below until an Appraisal Reduction Amount based on an Updated Appraisal (or, when permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old) is determined; and (ii) any Collateral Interest that is a Defaulted Collateral Interest, the lowest of (a) the Moody’s Recovery Rate of such Collateral Interest multiplied by the Principal Balance of such Collateral Interest, (b) the market

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value of such Collateral Interest, as determined by the Collateral Manager in accordance with the Collateral Management Standard based upon, among other things, a recent appraisal and information from one or more third party commercial real estate brokers and such other information as the Collateral Manager deems appropriate and (c) the Principal Balance of such Collateral Interest, minus any Appraisal Reduction Amount allocated to such Collateral Interest.

With respect to any Participated Loan, any Calculation Amount will be deemed allocated on a pro rata and pari passu basis among the related Participations (based on the outstanding Principal Balance thereof).

“ Cash ”:  Such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.

“ Cayman AML Regulations ”:  The Anti-Money Laundering Regulations (2018 Revision) of the Cayman Islands, together with The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands (or equivalent legislation and guidance, as applicable), and each as amended and revised from time to time.

“ Cayman FATCA Legislation ”: The Cayman Islands Tax Information Authority Law (2017 Revision) and the Organisation for Economic Co-operation and Development’s Standard for Automatic Exchange of Financial Account Information — Common Reporting Standard (each as amended) (including any implementing legislation, rules, regulations and guidance notes with respect to such laws), as amended from time to time.

“ Certificate of Authentication ”:  The meaning specified in Section 2.1 hereof.

“ Certificated Security ”:  A “certificated security” as defined in Section 8-102(a)(4) of the UCC.

“ Class ”:  The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes, as applicable.

“ Class A Defaulted Interest Amount ”:  With respect to the Class A Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class A Notes on account of any shortfalls in the payment of the Class A Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class A Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class A Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class A Rate.

“ Class A LIBOR Spread ”:  1.30%.

“ Class A Notes ”:  The Class A Senior Secured Floating Rate Notes, Due 2036, issued by the Issuer and the Co-Issuer pursuant to this Indenture.

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“ Class A Rate ”:  With respect to any Class A Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) the Class A LIBOR Spread.

“ Class A-S Defaulted Interest Amount ”:  With respect to the Class A-S Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class A-S Notes on account of any shortfalls in the payment of the Class A-S Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class A-S Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class A-S Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A-S Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class A-S Rate.

“ Class A-S LIBOR Spread ”:  1.60%.

“ Class A-S Notes ”:  The Class A-S Second Priority Secured Floating Rate Notes, Due 2036, issued by the Issuer and the Co-Issuer pursuant to this Indenture.

“ Class A-S Rate ”:  With respect to any Class A-S Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) the Class A-S LIBOR Spread.

“ Class B Defaulted Interest Amount ”:  With respect to the Class B Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class B Notes on account of any shortfalls in the payment of the Class B Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class B Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class B Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class B Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class B Rate.

“ Class B LIBOR Spread ”:  1.90%.

“ Class B Notes ”:  The Class B Third Priority Secured Floating Rate Notes Due 2036, issued by the Issuer and the Co-Issuer pursuant to this Indenture.

“ Class B Rate ”:   With respect to any Class B Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus (b) the Class B LIBOR Spread.

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“ Class C Defaulted Interest Amount ”:  If no Class A Notes, Class A-S Notes or Class B Notes are outstanding, with respect to the Class C Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class C Notes on account of any shortfalls in the payment of the Class C Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class C Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class C Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class C Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class C Rate.

“ Class C LIBOR Spread ”:  2.35%.

“ Class C Notes ”:  The Class C Fourth Priority Secured Floating Rate Notes Due 2036, issued by the Issuer and the Co-Issuer pursuant to this Indenture.

“ Class C Rate ”:  With respect to any Class C Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one month LIBOR for the related Interest Accrual Period plus (b) the Class C LIBOR Spread.

“ Class D Defaulted Interest Amount ”:  If no Class A Notes, Class A-S Notes, Class B Notes or Class C Notes are outstanding, with respect to the Class D Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class D Notes on account of any shortfalls in the payment of the Class D Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class D Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class D Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class D Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class D Rate.

“ Class D LIBOR Spread ”:  2.95%.

“ Class D Notes ”:  The Class D Fifth Priority Secured Floating Rate Notes Due 2036, issued by the Issuer and the Co-Issuer pursuant to this Indenture.

“ Class D Rate ”:  With respect to any Class D Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one month LIBOR for the related Interest Accrual Period plus (b) the Class D LIBOR Spread.

“ Class E Defaulted Interest Amount ”:  If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, with respect to the Class E Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class E Notes on account of any shortfalls in the payment of the Class E Interest Distribution Amount with respect

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to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class E Deferred Interest Amount ”:  So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, any interest due on the Class E Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date.

“ Class E Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class E Notes on account of interest (including Deferred Interest) equal to the product of (i) the Aggregate Outstanding Amount of the Class E Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class E Rate.

“ Class E LIBOR Spread ”:  4.00%.

“ Class E Notes ”:  The Class E Sixth Priority Floating Rate Notes Due 2036, issued by the Issuer pursuant to this Indenture.

“ Class E Rate ”:  With respect to any Class E Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one month LIBOR for the related Interest Accrual Period plus (b) the Class E LIBOR Spread.

“ Class F Defaulted Interest Amount ”:  If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, with respect to the Class F Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class F Notes on account of any shortfalls in the payment of the Class F Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful), at the applicable Note Interest Rate.

“ Class F Deferred Interest Amount ”:  So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are Outstanding, any interest due on the Class F Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date.

“ Class F Interest Distribution Amount ”:  On each Payment Date, the amount due to Holders of the Class F Notes on account of interest (including Deferred Interest) equal to the product of (i) the Aggregate Outstanding Amount of the Class F Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the Class F Rate.

“ Class F LIBOR Spread ”:  5.50%.

“ Class F Notes ”:  The Class F Seventh Priority Floating Rate Notes Due 2036, issued by the Issuer pursuant to this Indenture.

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“ Class F Rate ”:  With respect to any Class F Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) one month LIBOR for the related Interest Accrual Period plus (b) the Class F LIBOR Spread.

“ Clean-up Call ”:  The meaning specified in Section 9.1 hereof.

“ Clean-up Call Date ”:  The meaning specified in Section 9.1 hereof.

“ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“ Clearstream, Luxembourg ”: Clearstream Banking, société anonyme, a limited liability company organized under the laws of the Grand Duchy of Luxembourg.

“ CLO Controlled Collateral Interests ”:  Each Collateral Interest that is not a Non-CLO Controlled Collateral Interest.  As of the Closing Date, each of the Closing Date Collateral Interests will be a CLO Controlled Collateral Interest.

“ CLO Custody Collateral Interests ”:  Each Collateral Interest that is not a Non-CLO Custody Collateral Interest.

“ Closing Date ”:  February 28, 2019.

“ Closing Date Collateral Interests ”:  The Mortgage Loans and Pari Passu Participations listed on Schedule A attached hereto.

“ Code ”:  The United States Internal Revenue Code of 1986, as amended.

“ Co-Issuer ”:  GPMT 2019-FL2 LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person shall have become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person.

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

“ Collateral ”:  The meaning specified in the first paragraph of the Granting Clause of this Indenture.

“ Collateral Interest Controlled Reserve Account ”: The meaning specified in the Servicing Agreement.

“ Collateral Interest File ”: The meaning set forth in Section 3.3(e)  hereof.

“ Collateral Interest Purchase Agreement ”: The Collateral Interest purchase agreement entered into between the Issuer, the Seller and GPMT on or about the Closing Date, as amended from time to time, which agreement is assigned to the Trustee on behalf of the Issuer pursuant to this Indenture.

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“ Collateral Interests ”:  Each of the Mortgage Loans, Combined Loans and Pari Passu Participations owned by the Issuer from time to time.

“ Collateral Management Agreement ”:  The Collateral Management Agreement, dated as of the Closing Date, by and between the Issuer and the Collateral Manager, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Collateral Management Standard ”:  The meaning set forth in the Collateral Management Agreement.

“ Collateral Manager ”:  GPMT Collateral Manager LLC, a Delaware limited liability company, and its permitted successors and assigns or any successor Person that shall have become the Collateral Manager pursuant to the provisions of the Collateral Management Agreement, and thereafter “Collateral Manager” shall mean such successor Person.

“ Collateral Manager Fee ”:  The meaning set forth in the Collateral Management Agreement.

“ Collection Account ”:  The meaning specified in the Servicing Agreement.

“ Combined Loan ”:  Collectively, any Mortgage Loan and a related Mezzanine Loan secured by a pledge of all of the equity interests in the borrower 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.

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

“ Company Administration Agreement ”:  The administration agreement, dated on or about the Closing Date, by and between the Issuer and the Company Administrator, as modified and supplemented and in effect from time to time.

“ Company Administrative Expenses ”:  All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable by the Issuer, Co-Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Note Administrator and the Trustee pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 hereof (including amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii) the Company Administrator under the Company Administration Agreement (including amounts

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payable by the Issuer as indemnification pursuant to the Company Administration Agreement) and to provide for the costs of liquidating the Issuer following redemption of the Notes and the AML Services Provider under the AML Services Agreement, (iii) the LLC Managers (including indemnification), (iv) the independent accountants, agents and counsel of the Issuer for reasonable fees and expenses (including amounts payable in connection with the preparation of tax forms on behalf of the Issuer and the Co-Issuer), and any registered office and government filing fees, in each case, payable in the order in which invoices are received by the Issuer, (v) a Rating Agency for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring of any rating) of the Notes, including fees and expenses due or accrued in connection with any credit assessment or rating of the Collateral Interests, (vi) the Collateral Manager under this Indenture and the Collateral Management Agreement (including amounts payable by the Issuer as indemnification pursuant to this Indenture or the Collateral Management Agreement), (vii) other persons as indemnification pursuant to the Collateral Management Agreement, (viii) the the Advancing Agent or other Persons as indemnification pursuant Section 16.3 , (ix) the Servicer or the Special Servicer as indemnification or reimbursement of expenses pursuant to the Servicing Agreement, (x) the CREFC ®  Intellectual Property Royalty License Fee, (xi) the Preferred Share Paying Agent and the Share Registrar pursuant to the Preferred Share Paying Agency Agreement (including amounts payable as indemnification), (xii) each member of the Advisory Committee (including amounts payable as indemnification) under each agreement among such Advisory Committee member, the Collateral Manager and the Issuer (and the amounts payable by the Issuer to each member of the Advisory Committee as indemnification pursuant to each such agreement), (xiii) any other Person in respect of any governmental fee, charge or tax (including any FATCA and Cayman FATCA Legislation compliance costs) in relation to the Issuer or the Co-Issuer (in each case as certified by an Authorized Officer of the Issuer or the Co-Issuer to the Note Administrator), in each case, payable in the order in which invoices are received by the Issuer, (xiv) to the Participation Agent or the Participation Custodian (including amounts payable by the Issuer as indemnification) pursuant to the applicable Participation Agreement, the Indenture or, with respect to the Non-CLO Custody Collateral Interest, the Participation Custodial Agreement with respect to any Participated Loans and (xv)  any other Person in respect of any other fees or expenses (including indemnifications) permitted under this Indenture (including, without limitation, any costs or expenses incurred in connection with certain modeling systems and services) and the documents delivered pursuant to or in connection with this Indenture and the Notes and any amendment or other modification of any such documentation, in each case unless expressly prohibited under this Indenture (including, without limitation, the payment of all transaction fees and all legal and other fees and expenses required in connection with the purchase of any Collateral Interests or any other transaction authorized by this Indenture), in each case, payable in the order in which invoices are received by the Issuer; provided that Company Administrative Expenses shall not include (i) amounts payable in respect of the Notes and (ii) any Collateral Manager Fee payable pursuant to the Collateral Management Agreement.

“ Company Administrator ”:  MaplesFS Limited, a licensed trust company incorporated in the Cayman Islands, as administrator pursuant to the Company Administration Agreement, unless a successor Person shall have become administrator pursuant to the Company Administration Agreement, and thereafter, Company Administrator shall mean such successor Person.

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“ Controlling Class ”:  The Class A Notes, so long as any Class A Notes are Outstanding, then the Class A-S Notes, so long as any Class A-S Notes are Outstanding, then the Class B Notes, so long as any Class B Notes are Outstanding, then the Class C Notes, so long as any Class C Notes are Outstanding, then the Class D Notes, so long as any Class D Notes are Outstanding, then the Class E Notes, so long as any Class E Notes are Outstanding, and then the Class F Notes, so long as any Class F Notes are Outstanding.

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

“ Corporate Trust Office ”:  The designated corporate trust office of (a) the Trustee, currently located at 1100 North Market Street, Wilmington, Delaware 19890, Attention:  CMBS Trustee—GPMT 2019-FL2, (b) the Note Administrator, currently located at (i) with respect to the delivery of Loan Documents, at 1055 10th Avenue SE, Minneapolis, Minnesota, 55414, Attention:  Document Custody Group, (ii) with respect to the delivery of Note transfers and surrenders, at 600 South 4th St., 7th Floor, MAC N9300-070 Minneapolis, Minnesota 55479; and (iii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS), GPMT 2019-FL2, telecopy number (410) 715-2380, or (iv) such other address as the Trustee or the Note Administrator, as applicable, may designate from time to time by notice to the Noteholders, the Holder of the Preferred Shares, the 17g-5 Information Provider and the parties hereto.

“ Credit Risk Collateral Interest ”:  Any Collateral Interest that, in the Collateral Manager’s reasonable business judgment, has a significant risk of imminently becoming a Defaulted Collateral Interest.  The Collateral Manager shall notify the 17g-5 Information Provider and, so long as KBRA is a Rating Agency, KBRA of any determination (such notice to include the basis for such determination) that a Collateral Interest is a Credit Risk Collateral Interest.

“ Credit Risk Collateral Interest Exchange ” :  The meaning specified in Section 12.1(d)  hereof.

“ Credit Risk Sale Limitation ”:  The time at which the sum of (i) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests (other than those that are Defaulted Collateral Interests) sold by the Issuer plus (ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests exchanged for Exchange Collateral Interests, is equal to or greater than 10% of the aggregate Principal Balance of the Closing Date Collateral Interests as of the Closing Date.

“ Credit Risk/Defaulted Collateral Interest Cash Purchase ” :  The meaning specified in Section 12.1(b)  hereof.

“ CREFC ®  Intellectual Property Royalty License Fee ”: With respect to each Collateral Interest and for any Payment Date, an amount accrued during the related Interest Accrual Period at the CREFC ®  Intellectual Property Royalty License Fee Rate on the Principal Balance of such Collateral Interest as of the close of business on the Determination Date in such

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Interest Accrual Period.  Such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Collateral Interest is computed and shall be prorated for partial periods.

“ CREFC ®  Intellectual Property Royalty License Fee Rate ”: With respect to each Collateral Interest, a rate equal to 0.0005% per annum .

“ Custodial Account ”:  An account at the Securities Intermediary established pursuant to Section 10.1(b)  hereof.

“ Custodian ”:  The meaning specified in Section 3.3(a)  hereof.

“ Cut-off Date ”:  The meaning specified in the Offering Memorandum.

“ Default ”:  Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

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

“ Defaulted Collateral Interest Exchange ”:  The meaning specified in Section 12.1(d)  hereof.

“ Defaulted Interest Amount ”:  The Class A Defaulted Interest Amount, the Class A-S Defaulted Interest Amount, the Class B Defaulted Interest Amount, the Class C Defaulted Interest Amount, the Class D Defaulted Interest Amount, the Class E Defaulted Interest Amount or the Class F Defaulted Interest Amount, as the context requires.

“ Defaulted Loan ”:  Any Commercial Real Estate Loan as to which there has occurred and is continuing for more than sixty (60) days (after giving effect to any applicable grace period but without giving effect to any waiver) either: (x) a payment default; or (y) a material non-monetary event of default of which the Special Servicer has actual knowledge; provided , however , that any Collateral Interest as to which an Appraisal Reduction Event has not occurred due to the circumstances specified in clause (v) of the definition thereof and which is not otherwise a Defaulted Loan will be deemed not to be a Defaulted Loan for purposes of determining the Calculation Amount for the Par Value Test.  If a Defaulted Loan is the subject of a work-out, modification or otherwise has cured the default such that the subject Defaulted Loan is no longer in default pursuant to its terms (as such terms may have been modified), such Collateral Interest will no longer be treated as a Defaulted Loan.

“ Deferred Interest ”:  The meaning specified in Section 2.7(a) .

“ Deferred Interest Notes ”: The Class E Notes and the Class F Notes, to the extent such Class is not the most senior Class Outstanding.

“ Definitive Notes ”:  The meaning specified in Section 2.2(b)  hereof.

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“ Depository ” or “ DTC ”:  The Depository Trust Company, its nominees, and their respective successors.

“ Determination Date ”:  The 15th day of each month or, if such date is not a Business Day, the next succeeding Business Day, commencing on the Determination Date in March 2019.

“ Disposition Limitation Threshold ”:  The time at which the sum of (i) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests (other than those that are Defaulted Collateral Interests) sold by the Issuer to the Collateral Manager or its affiliates plus (ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests exchanged for Exchange Collateral Interests, plus (iii) the cumulative aggregate Principal Balance of Non-Controlling Collateral Interests sold by the Issuer to the Collateral Manager or its affiliates, is equal to or greater than 10% of the aggregate Principal Balance of the Closing Date Collateral Interests as of the Closing Date.

“ Disqualified Transferee ”:  The meaning specified in Section 2.5(l)  hereof.

“ Dissolution Expenses ”:  The amount of expenses reasonably likely to be incurred in connection with the discharge of this Indenture, the liquidation of the Collateral and the dissolution of the Co-Issuers, as reasonably certified by the Collateral Manager or the Issuer, based in part on expenses incurred by the Trustee and Note Administrator and reported to the Collateral Manager.

“ Dollar ,” “ U.S.$ ” or “ $ ”:  A U.S. dollar or other equivalent unit in Cash.

“ Due Period ”:  With respect to any Payment Date, the period commencing on the day immediately succeeding the second preceding Determination Date (or commencing on the Closing Date, in the case of the Due Period relating to the first Payment Date) and ending on and including the Determination Date immediately preceding such Payment Date.

“ EHRI ”:  The Preferred Shares, which are retained by the Retention Holder on the Closing Date.

“ Eligibility Criteria ”:  The criteria set forth below with respect to any Reinvestment Collateral Interest or Exchange Collateral Interest, compliance with which shall be evidenced by an Officer’s Certificate of the Collateral Manager delivered to the Trustee as of the date of such acquisition or exchange, as applicable:

(i)                    it is a Mortgage Loan, a Combined Loan or a Pari Passu Participation in a Mortgage Loan or a Combined Loan that is secured by a Multifamily Property, Student Housing Property, Industrial Property, Retail Property, Office Property, Self-Storage Property, Hospitality Property, Manufactured Housing Property or Mixed-Use Property;

(ii)                   immediately after giving effect to the acquisition of such Reinvestment Collateral Interest or Exchange Collateral Interest, as applicable, the aggregate Principal Balance of the Collateral Interests secured by properties that are of the following types are subject to limitations as follows: (a) Office Properties does not exceed 50.0% of the Aggregate Outstanding

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Portfolio Balance, (b) Industrial Properties does not exceed 35.0% of the Aggregate Outstanding Portfolio Balance, (c) Retail Properties does not exceed 15.0% of the Aggregate Outstanding Portfolio Balance, (d) Hospitality Properties does not exceed 15.0% of the Aggregate Outstanding Portfolio Balance, (e) Self-Storage Properties does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance, (f) Student Housing Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance, (g) Manufactured Housing Properties does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance and (h) Mixed-Use Properties does not exceed 15.0% of the Aggregate Outstanding Portfolio Balance (it being understood that, for all purposes hereof, no concentration limitation will apply with respect to Multifamily Properties);

(iii)                  the obligor is incorporated or organized under the laws of, and the Collateral Interest is secured by property located in, the United States;

(iv)                 it provides for monthly payments of interest at a floating rate based on one-month LIBOR (or based on a successor one-month benchmark rate acceptable to the Rating Agencies);

(v)                  it has a Moody’s rating;

(vi)                 it has a maturity date, assuming the exercise of all extension options (if any) that are exercisable at the option of the related borrower under the terms of such Collateral Interest, that is not more than five (5) years from its first payment date;

(vii)                it is not an Equity Interest;

(viii)               the Collateral Manager has determined that it has an As-Stabilized LTV that is not greater than (i) in the case of Collateral Interests secured by all property types excluding Hospitality Properties, 75.0% and (ii) in the case of Collateral Interests secured by Hospitality Properties, 65.0%;

(ix)                 the Collateral Manager has determined that it has an U/W Stabilized NCF DSCR that is not less than (i) in the case of Collateral Interests secured by Multifamily Properties, 1.15x, (ii) in the case of Collateral Interests secured by all property types excluding Multifamily Properties and Hospitality Properties, 1.25x, and (iii) in the case of Hospitality Properties, 1.40x;

(x)                  the Principal Balance of such Collateral Interest (plus any previously-acquired participation interests in the same underlying Commercial Real Estate Loan, including any participation interests that were included as part of the Closing Date Collateral Interests) is not greater than $60,000,000;

(xi)                 (A)     the Weighted Average Life of the Collateral Interests, assuming the exercise of all contractual extension options (if any) that are exercisable by the borrower under each Collateral Interest, is less than or equal to the number of years (rounded to the nearest one hundredth thereof) during the period from such date of determination to 5.5 years from the Closing Date;

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(B)       the Weighted Average Spread of the Collateral Interests is not less than 3.25%;

(C)       the aggregate Principal Balance of Collateral Interests secured by Mortgaged Properties located in (x) California, Florida and New York is (in each case) no more than 40.0% of the Aggregate Outstanding Portfolio Balance, (y) Texas and New Jersey is (in each case) no more than 30.0% of the Aggregate Outstanding Portfolio Balance and (z) any other state is (in each case) no more than 20.0% of the Aggregate Outstanding Portfolio Balance; and

(D)       the Herfindahl Score is greater than or equal to 18.0;

(xii)                the Moody’s Rating Factor for such Collateral Interest is equal to or less than a Moody’s Rating Factor that corresponds to a Moody’s Rating of “Caa1”;

(xiii)               a No Downgrade Confirmation has been received from KBRA with respect to the acquisition of such Collateral Interest, except that such confirmation will not be required with respect to the acquisition of a Companion Participation (or a portion thereof) if (A) the Issuer already owns a Participation in the same underlying Participated Loan and (B) the Principal Balance of such Companion Participation (or a portion thereof) being acquired is less than $1,000,000;

(xiv)               the sum of the Principal Balance of such Collateral Interest and the Principal Balance of all Collateral Interests that have the same guarantor or an affiliated guarantor does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance;

(xv)                it will not require the Issuer to make any future payments after the Issuer’s purchase thereof;

(xvi)               if it is a Collateral Interest with a related Future Funding Companion Participation:

(A)       the Future Funding Indemnitor has Segregated Liquidity (evidenced by a certification) in an amount at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate and (ii) the Two Quarter Future Advance Estimate for the immediately following two calendar quarters (based on the Future Funding Amounts for all outstanding Future Funding Companion Participations related to the Collateral Interests);

(B)       the maximum principal amount of all Future Funding Companion Participations with respect to all Collateral Interests does not exceed 20.0% of the maximum commitment amount of all Commercial Real Estate Loans (which, with respect to each Commercial Real Estate Loan, will equal the sum of (i) the related initial Principal Balance and (ii) any related Future Funding Amount); and

(C)       the maximum principal amount of the related Future Funding Companion Participation does not exceed 35.0% of the maximum principal

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amount (including all related funded and unfunded Participations) of the related Participated Loan;

(xvii)              if it is a Combined Loan or a Pari Passu Participation in a Combined Loan, (x) the related Mortgage Loan contains a requirement that any principal repayment of the Mortgage Loan must be accompanied by a pro rata principal repayment (based on Principal Balance) of the related Mezzanine Loan, (y) the related Mortgage Loan and the related Mezzanine Loan are cross-defaulted and (z) the related Mortgage Loan does not permit the related borrower to incur additional debt secured by the related Mortgaged Property or the equity in the related borrower;

(xviii)             it is not prohibited under its Loan Documents from being purchased by the Issuer and pledged to the Trustee;

(xix)               it is not currently, and has not recently been, the subject of discussions between lender and the borrower to amend, modify or waive any material provision of any of the related Loan Documents in such a manner as would adversely affect the performance of the related Commercial Real Estate Loan;

(xx)                it is not an interest that, in the Collateral Manager’s reasonable business judgment, has a significant risk of imminently becoming a Defaulted Collateral Interest;

(xxi)               it is not a Defaulted Collateral Interest (as determined by the Collateral Manager after reasonable inquiry);

(xxii)              it is Dollar denominated and may not be converted into an obligation payable in any other currencies;

(xxiii)             if such Collateral Interest is a senior participation, it does not have “buy/sell” rights as a dispute resolution mechanism;

(xxiv)             it provides for the repayment of principal at not less than par no later than upon its maturity or upon redemption, acceleration or its full prepayment;

(xxv)              it is serviced pursuant to the Servicing Agreement or it is serviced by an Accepted Loan Servicer pursuant to a commercial mortgage servicing arrangement that includes the servicing provisions substantially similar to those that are standard in commercial mortgage-backed securities (“ CMBS ”) transactions;

(xxvi)             it is purchased from the Seller, GPMT, or a wholly-owned subsidiary of GPMT, and the requirements set forth in the Indenture regarding the representations and warranties with respect to such Collateral Interest and the underlying mortgaged property (as applicable) have been met (subject to such exceptions as are reasonably acceptable to the Collateral Manager);

(xxvii)            if it is a participation interest, the related Participating Institution is (and any “qualified transferee” is required to be) any of (1) a “special purpose entity” or a “qualified institutional lender” as such terms are typically defined in the Loan Documents related to participations; (2) an entity (or a wholly-owned subsidiary of an entity) that has (y) a long-term

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unsecured debt rating from Moody’s of “A3” or higher, and (z) a long-term unsecured debt rating from KBRA of “A-” or higher (if rated by KBRA, or if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s)) (3) a securitization trust, a collateralized loan obligation (“ CLO ”) issuer or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly owned by GPMT, for so long as the separateness provisions of its organizational documents have not been amended (unless the Rating Agency Condition was satisfied in connection with such amendment) (such Participating Institution, a “ Qualified Participating Institution ”), and if any Participating Institution is not the Issuer, the related Loan Documents will be held by a third party custodian;

(xxviii)           its acquisition will be in compliance with Section 206 of the Advisers Act;

(xxix)             its acquisition, ownership, enforcement and disposition will not cause the Issuer to fail to be a Qualified REIT Subsidiary or other disregarded entity of a REIT unless a No Trade or Business Opinion has previously been received (which opinion may be conditioned on compliance with certain restrictions on the investment or other activity of the Issuer and/or the Collateral Manager on behalf of the Issuer);

(xxx)              its acquisition would not cause the Issuer, the Co-Issuer or the pool of Collateral Interests to be required to register as an investment company under the 1940 Act; and if the borrowers with respect to the Collateral Interest are excepted from the definition of an “investment company” solely by reason of Section 3(c)(1) of the 1940 Act, then either (x) such Collateral Interest does not constitute a “voting security” for purposes of the 1940 Act or (y) the aggregate amount of such Collateral Interest held by the Issuer is less than 10% of the entire issue of such Collateral Interest;

(xxxi)             it does not provide for any payments which are or will be subject to deduction or withholding for or on account of any withholding or similar tax (other than withholding on amendment, modification and waiver fees, late payment fees, commitment fees, exit fees, extension fees or similar fees), unless the borrower under such Collateral Interest is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (free and clear of taxes) will equal the full amount that the Issuer would have received had no such deduction or withholding been required;

(xxxii)            after giving effect to its acquisition, together with the acquisition of any other Collateral Interests to be acquired (or as to which a binding commitment to acquire was entered into) on the same date, the aggregate Principal Balance of Collateral Interests held by the Issuer that are EU Retention Holder Originated Collateral Interests is in excess of 50% of the aggregate Principal Balance of Collateral Interests held by the Issuer;

(xxxiii)           it is not acquired for the primary purpose of recognizing gains or decreasing losses resulting from market value changes;

(xxxiv)          if it is a Non-Controlling Collateral Interest, after giving effect to the acquisition, the aggregate Principal Balance of all Non-Controlling Collateral Interests will not exceed 20.0% of the aggregate Principal Balance of all Collateral Interests then owned by the Issuer; and

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(xxxv)                   the related Mortgaged Property has the necessary occupancy permits, certificates and/or approvals to allow tenants to occupy such Mortgaged Property;

provided , however , that any determination of a percentage pursuant to the Eligibility Criteria (except for the Weighted Average Spread of all Collateral Interests) shall be rounded to the nearest 1/10th of one percent.

“ Eligible Account ”:  Means:

(a)            an account maintained with a federal or state chartered depository institution or trust company or an account or accounts maintained with the Note Administrator that has, in each case, (i) a long-term unsecured debt rating at least equal to “A2” by Moody’s and (ii) a short-term unsecured debt rating at least equal to “P-1” by Moody’s;

(b)            a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity; provided that (i) any such institution or trust company has a long-term unsecured rating of at least “A2” by Moody’s, (ii) a capital surplus of at least U.S.$200,000,000 and (iii) any such account is subject to fiduciary funds on deposit regulations (or internal guidelines) substantially similar to 12 C.F. R. § 9.10(b); or

(c)            any other account approved by the Rating Agencies.

“ Eligible Investments ”:  Any Dollar-denominated investment, the maturity for which corresponds to the Issuer’s expected or potential need for funds, that, at the time it is Granted to the Trustee (directly or through a Securities Intermediary or bailee) is Registered and is one or more of the following obligations or securities:

(i)             direct obligations of, and obligations the timely payment of principal of and interest on which is fully and expressly guaranteed by, the United States, or any agency or instrumentality of the United States, the obligations of which are expressly backed by the full faith and credit of the United States;

(ii)            demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company incorporated under the laws of the United States or any state thereof or the District of Columbia (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided that such successor otherwise meets the criteria specified herein) and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have a long-term unsecured debt rating not less than “Aa3” by Moody’s, and a short-term unsecured debt rating not less than “P-1” by Moody’s;

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(iii)           unleveraged repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided that such Person otherwise meets the criteria specified herein) or entered into with a corporation (acting as principal) whose long-term unsecured debt rating is not less than “Aa3” by Moody’s, and whose short-term unsecured debt rating is not less than “P-1” by Moody’s;

(iv)           commercial paper or other similar short-term obligations (including that of the Note Administrator or the commercial department of any successor Note Administrator, as the case may be, or any affiliate thereof; provided that such

Person otherwise meets the criteria specified herein) having at the time of such investment a short-term unsecured debt rating not less than “P-1” by Moody’s; provided , further , that the issuer thereof must also have at the time of such investment a senior long-term unsecured debt rating of not less than “Aa3” by Moody’s;

(v)            the Wells Fargo Money Market Fund, or any other money market fund (including those managed or advised by the Note Administrator or its Affiliates) that maintain a constant asset value and that are rated “Aaa-mf” by Moody’s; and

(vi)           any other investment similar to those described in clauses (i) through (v) above that (1) each of Moody’s and KBRA have confirmed may be included in the portfolio of Assets as an Eligible Investment without adversely affecting its then-current ratings on the Notes and (2) has a long-term credit rating of not less than “Aa3” by Moody’s and a short-term unsecured debt rating not less than “P-1” by Moody’s;

provided that mortgage-backed securities and interest only securities shall not constitute Eligible Investments; and provided , further , that (a) Eligible Investments shall not have a maturity in excess of 365 days and shall have a fixed principal amount due at maturity that cannot vary or change, (b) Eligible Investments acquired with funds in the Payment Account shall include only such obligations or securities that mature no later than the Business Day prior to the next Payment Date succeeding the acquisition of such obligations or securities, (c) Eligible Investments shall not include obligations bearing interest at inverse floating rates, (d) Eligible Investments shall be treated as indebtedness for U.S. federal income tax purposes and such investment shall not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT (unless the Issuer has previously received a No Trade or Business Opinion, in which case the investment will not cause the Issuer to be treated as a foreign corporation engaged in a trade or business within the United States for U.S. federal income tax purposes), (e) Eligible Investments shall not be subject to deduction or withholding for or on account of any withholding or similar tax (other than any taxes imposed pursuant to FATCA), unless the payor is required to make “gross up” payments that ensure that the net amount actually

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received by the Issuer (free and clear of taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required, (f) Eligible Investments shall not be purchased for a price in excess of par; (g) notwithstanding the minimum unsecured debt rating requirements set forth in clauses (ii), (iii), (iv) or (v) above, Eligible Investments with maturities of thirty (30) days or less shall only require short-term unsecured debt ratings and shall not require long-term unsecured debt ratings; and (h) Eligible Investments shall not include margin stock.

“ Entitlement Order ”:  The meaning specified in Section 8-102(a)(8) of the UCC.

“ Equity Interest ”:  A security or other interest that does not entitle the holder thereof to receive periodic payments of interest and one or more installments of principal, including (i) any bond or note or similar instrument that is by its terms convertible into or exchangeable for an equity interest, (ii) any bond or note or similar instrument that includes warrants or other interests that entitle its holder to acquire an equity interest, or (iii) any other similar instrument that would not entitle its holder to receive periodic payments of interest or a return of a residual value.

“ ERISA ”:  The United States Employee Retirement Income Security Act of 1974, as amended, and the applicable rules and regulations promulgated thereunder.

“ EU Risk Retention Agreement ”:  That certain EU Risk Retention Agreement among the Retention Holder, the Sponsor (as the EU Retention Holder), the Issuer, the Co-Issuer, the Collateral Manager, the Trustee, and the Note Administrator, dated as of the Closing Date.

“ EU Retention Holder ”:  GPMT.

“ EU Retention Holder Originated Collateral Interest ”:  A Collateral Interest that the EU Retention Holder, as the originator for EU Securitization Laws purposes, either (i) has purchased for its own account and held for a period of not less than 15 Business Days, or will purchase for its own account and hold for a period of not less than 15 Business Days, prior to selling or transferring such Collateral Interest to the Issuer or (ii) itself or through related entities, directly or indirectly, was involved in the original agreement which created such Collateral Interest, in each case, as contemplated by Article 2(3) of the Securitization Regulation.

“ EU Securitization Laws ”:  The Securitization Regulation, together with any supplementary regulatory technical standards, implementing technical standards and any official guidance published in relation thereto by the European Supervisory Authorities, and any implementing laws or regulations in force on the Closing Date.

“ Euroclear ”:  Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“ Event of Default ”:  The meaning specified in Section 5.1 hereof.

“ Excepted Property ”:  (i) The U.S.$250 proceeds of share capital contributed by the Retention Holder as the holder of the ordinary shares of the Issuer, the U.S.$250 representing a profit fee to the Issuer, and, in each case, any interest earned thereon and the bank account in

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which such amounts are held and (ii) the Preferred Share Distribution Account and all of the funds and other property from time to time deposited in or credited to the Preferred Share Distribution Account.

“ Exchange Act ”:  The Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder.

“ Exchange Collateral Interest ”:  The meaning specified in Section 12.1(d) hereof.

“ Expense Reserve Account ”:  The account established pursuant to Section 10.5(a)  hereof.

“ Expense Year ”:  Each 12-month period commencing on the Business Day following the Payment Date occurring in January (or with respect to the initial Expense Year, the first Payment Date) and ending on the Payment Date occurring in the following January.

“ FATCA ”:  Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version that is substantially comparable) and any current or future Treasury Regulations promulgated thereunder, and any related provisions of law, court decisions, administrative guidance or agreements with any taxing authority (or laws thereof) in respect thereof, including any agreements entered into pursuant to section 1471(b)(1) of the Code or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code of analogous provisions of non-U.S. law.  For the avoidance of doubt, “FATCA” shall also refer to Cayman FATCA Legislation.

“ Financial Asset ”:  The meaning specified in Section 8-102(a)(9) of the UCC.

“ Financing Statements ”:  Financing statements relating to the Collateral naming the Issuer, as debtor, and the Trustee, on behalf of the Secured Parties, as secured party.

“ Future Funding Account Control Agreement ”:  Any account control agreement entered into in accordance with the terms of the Future Funding Agreement by and among the Seller, the Trustee, as secured party, the Note Administrator and an account bank, as the same may be amended, supplemented or replaced from time to time.

“ Future Funding Agreement ”:  The meaning specified in the Servicing Agreement.

“ 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, and its successors-in-interest.

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“ Future Funding Participation Agreement ”:  With respect to a Future Funding Companion Participation, the related Participation Agreement.

“ GAAP ”:  The meaning specified in Section 6.3(k)  hereof.

“ General Intangible ”:  The meaning specified in Section 9-102(a)(42) of the UCC.

“ Global Notes ”:  The Rule 144A Global Notes and the Regulation S Global Notes.

“ Governing Documents ”:  With respect to (i) the Issuer, the memorandum and articles of association of the Issuer, as amended and restated and/or supplemented and in effect from time to time and certain resolutions of its Board of Directors and (ii) all other Persons, the articles of incorporation, certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement, limited liability company agreement, certificate of formation, articles of association and similar charter documents, as applicable to any such Person.

“ Government Items ”:  A security (other than a security issued by the Government National Mortgage Association) issued or guaranteed by the United States of America or an agency or instrumentality thereof representing a full faith and credit obligation of the United States of America and, with respect to each of the foregoing, that is maintained in book-entry form on the records of a Federal Reserve Bank.

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

“ Grant ”:  To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.  A Grant of the Collateral or of any other security or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim, collect, receive and take receipt for principal and interest payments in respect of the Collateral (or any other security or instrument), and all other amounts payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“ Herfindahl Score ”:  As of any date of determination, an amount determined by dividing (i) one by (ii) the sum of the series of products obtained for each Collateral Interest (including any Companion Participation which is then acquired) and Principal Proceeds collected and not yet distributed, by squaring the quotient of (x) the outstanding principal balance on such date of each such Collateral Interest (or in the case of Principal Proceeds, in increments of $5,000,000) and (y) the aggregate outstanding principal balance of all Collateral Interests on such date.

“ Holder ” or “ Securityholder ”:  With respect to any Note, the Person in whose name such Note is registered in the Notes Register.  With respect to any Preferred Share, the

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Person in whose name such Preferred Share is registered in the register maintained by the Share Registrar.

“ Holder AML Obligations ”:  The obligations of each Holder of the Securities to (i) provide to the Issuer or its agents with such information and documentation that may be required for the Issuer to achieve AML Compliance and (ii) update or replace such information or documentation, as may be necessary.

“ Hospitality Property ”:  A real property comprised of hospitality space (including mixed-use property) as to which the majority of the underwritten revenue is from hospitality space.

“ IAI ”:  An institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under Regulation D under the Securities Act or an entity in which all of the equity owners are such “accredited investors.”

“ Indenture ”:  This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended.

“ Indenture Accounts ”:  The Payment Account, the Reinvestment Account, the Expense Reserve Account and the Custodial Account.

“ Independent ”:  As to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any member thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions.  “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants.

Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee or Note Administrator such opinion or certificate shall state, or shall be deemed to state, that the signer has read this definition and that the signer is Independent within the meaning hereof.

“ Industrial Property ”:  A real property comprised of industrial space (including mixed-use property) as to which the majority of the underwritten revenue is from industrial space.

“ Inquiry ”: The meaning specified in Section 10.13(a)  hereof.

“ Instrument ”:  The meaning specified in Section 9-102(a)(47) of the UCC.

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“ Interest Accrual Period ”:  With respect to the Notes and (i) the first Payment Date, the period from and including the Closing Date to but excluding such first Payment Date and (ii) each successive Payment Date, the period from and including the immediately preceding Payment Date to, but excluding, such Payment Date.

“ Interest Advance ”:  The meaning specified in Section 10.7(a)  hereof.

“ Interest Coverage Ratio ”:  As of any Measurement Date, the number (expressed as a percentage) calculated by dividing:

(a)            the sum of (A) cash on deposit in the Expense Reserve Account, plus (B) the expected scheduled interest payments due (in each case regardless of whether the due date for any such interest payment has yet occurred) in the Due Period in which such Measurement Date occurs on (x) the Collateral Interests (excluding, subject to clause (3) of the last paragraph of this definition, accrued and unpaid interest on Defaulted Collateral Interests); provided that no interest (or dividends or other distributions) shall be included with respect to any Collateral Interest to the extent that such Collateral Interest does not provide for the scheduled payment of interest (or dividends or other distributions) in cash; and (y) the Eligible Investments held in the applicable collateral accounts (whether purchased with Interest Proceeds or Principal Proceeds), plus (C) Interest Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to the related Payment Date, minus (ii) any amounts scheduled to be paid pursuant to Section 11.1(a)(i)(1)  through (4)  (other than any Collateral Manager Fees that the Collateral Manager has agreed to waive in accordance with this Indenture and the Collateral Management Agreement); by

(b)            the sum of (A) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement Date, plus (B) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (C) the scheduled interest on the Class A-S Notes payable immediately following such Measurement Date, plus (D) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (E) the scheduled interest on the Class B Notes payable immediately following such Measurement Date, plus (F) any Class B Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (G) the scheduled interest on the Class C Notes payable immediately following such Measurement Date, plus (H) any Class C Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (I) the scheduled interest on the Class D Notes payable immediately following such Measurement Date, plus (J) any Class D Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date.

For purposes of calculating any Interest Coverage Ratio, (1) the expected interest income on the Collateral Interests and Eligible Investments and the expected interest payable on the Offered Notes shall be calculated using the interest rates applicable thereto on the applicable Measurement Date, (2) accrued original issue discount on Eligible Investments shall be deemed to be a scheduled interest payment thereon due on the date such original issue discount is

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scheduled to be paid, (3) there shall be excluded all scheduled or deferred payments of interest on or principal of Collateral Interests and any payment that the Collateral Manager has determined in its reasonable judgment shall not be made in cash or received when due and (4) with respect to any Collateral Interest as to which any interest or other payment thereon is subject to withholding tax of any relevant jurisdiction, each payment thereon shall be deemed to be payable net of such withholding tax unless the related borrower is required to make additional payments to fully compensate the Issuer for such withholding taxes (including in respect of any such additional payments).

“ Interest Coverage Test ”:  The test that will be met as of any Measurement Date on which any Offered Notes remain outstanding if the Interest Coverage Ratio as of such Measurement Date is equal to or greater than 120.00%.

“ Interest Distribution Amount ”:  Each of the Class A Interest Distribution Amount, the Class A-S Interest Distribution Amount, the Class B Interest Distribution Amount, the Class C Interest Distribution Amount, the Class D Interest Distribution Amount, the Class E Interest Distribution Amount and the Class F Interest Distribution Amount.

“ Interest Proceeds ”:  With respect to any Payment Date, (A) the sum (without duplication) of:

(1) all Cash payments of interest (including any deferred interest and any amount representing the accreted portion of a discount from the face amount of a Collateral Interest or an

Eligible Investment) or other distributions (excluding Principal Proceeds) received during the related Due Period on all Collateral Interests other than Defaulted Collateral Interests (net of any fees and other compensation and reimbursement of expenses and Servicing Advances and interest thereon (but not net of amounts payable pursuant to any indemnification provisions) to which the Servicer or the Special Servicer are entitled to pursuant to the terms of the Servicing Agreement) and Eligible Investments, including, in the Collateral Manager’s commercially reasonable discretion (exercised as of the trade date), the accrued interest received in connection with a sale of such Collateral Interests or Eligible Investments but excluding (i) any origination fees, which will be retained by the Seller and will not be assigned to the Issuer and (ii) any payment of interest included in Principal Proceeds pursuant to clause (A)(3) of the definition of “Principal Proceeds”,

(2) all make whole premiums, yield maintenance or prepayment premiums or any interest amount paid in excess of the stated interest amount of a Collateral Interest received during the related Due Period,

(3) all amendment, modification and waiver fees, late payment fees, extension fees, exit fees and other fees and commissions received by the Issuer during such Due Period in connection with such Collateral Interests and Eligible Investments,

(4)  those funds in the Expense Reserve Account designated as Interest Proceeds by the Collateral Manager pursuant to Section 10.5(a) ;

(5)  all funds remaining on deposit in the Expense Reserve Account upon redemption of the Notes in whole;

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(6) Interest Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to such Payment Date,

(7) all Cash payments corresponding to accrued original issue discount on Eligible Investments,

(8) any interest payments received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary that is not a Defaulted Collateral Interest,

(9) all payments of principal on Eligible Investments purchased with any other Interest Proceeds,

(10) Cash and Eligible Investments contributed by the Retention Holder pursuant to Section 12.2(c) , as Holder of 100% of the Preferred Shares and designated as “Interest Proceeds” by the Retention Holder, and

(11) all other Cash payments received by the Issuer with respect to the Collateral Interests during the related Due Period to the extent such proceeds are designated “Interest Proceeds” by the Collateral Manager in its sole discretion with notice to the Trustee, the Servicer and the Note Administrator on or before the related Determination Date; provided that Interest Proceeds shall in no event include any payment or proceeds specifically defined as “Principal Proceeds” in the definition thereof,

minus (B) the aggregate amount of any Nonrecoverable Interest Advances that were previously reimbursed to the Advancing Agent or the Backup Advancing Agent.

“ Interest Shortfall ”:  The meaning set forth in Section 10.7(a)  hereof.

“ Investor Certification ”:  A certificate, substantially in the form of Exhibit H-1   or Exhibit H-2 hereto, representing that such Person executing the certificate is a Noteholder, a beneficial owner of a Note, a holder of a Preferred Share or a prospective purchaser of a Note or a Preferred Share and that either (a) such Person is not an agent of, or an investment advisor to, any borrower or affiliate of any borrower under a Commercial Real Estate Loan, or (b) such Person is an agent or Affiliate of, or an investment advisor to, any borrower under a Commercial Real Estate Loan.  The Investor Certification may be submitted electronically by means of the Note Administrator’s Website.

“ Investor Q&A Forum ”:  The meaning specified in Section 10.13(a)  hereof.

“ Issuer ”:  GPMT 2019-FL2, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

“ Issuer Order ” and “ Issuer Request ”:  A written order or request (which may be in the form of a standing order or request) dated and signed in the name of the Issuer (and the Co-Issuer, if applicable) by an Authorized Officer of the Issuer (and by an Authorized Officer of the

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Co-Issuer, if applicable), or by an Authorized Officer of the Collateral Manager on behalf of the Issuer.

“ KBRA ”:  Kroll Bond Rating Agency, Inc. or any successor thereto.

“ Largest One Quarter Future Advance Estimate ”: The meaning specified in the Servicing Agreement.

“ LIBOR ”:  The meaning set forth in Schedule B attached hereto.

“ LIBOR Determination Date ”:  The meaning set forth in Schedule B attached hereto.

“ LIBOR Spread ”:  With respect to the Class A Notes, the Class A LIBOR Spread, with respect to the Class A-S Notes, the Class A-S LIBOR Spread, with respect to the Class B Notes, the Class B LIBOR Spread, with respect to the Class C Notes, the Class C LIBOR Spread, with respect to the Class D Notes, the Class D LIBOR Spread, with respect to the Class E Notes, the Class E LIBOR Spread and with respect to the Class F Notes, the Class F LIBOR Spread.

“ Liquidation Fee ”:  The meaning specified in the Servicing Agreement.

“ LLC Managers ”:  The managers of the Co-Issuer duly appointed by the sole member of the Co-Issuer (or, if there is only one manager of the Co-Issuer so duly appointed, such sole manager).

“ Loan Documents ”:  The loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement pursuant to which a Collateral Interest and the related Commercial Real Estate Loan have been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Collateral Interest or Commercial Real Estate Loan or of which holders of such Collateral Interest or Commercial Real Estate Loan are the beneficiaries.

“ London Banking Day ”:  The meaning set forth in Schedule B attached hereto.

“ Loss Value Payment ”:  With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.

“ Majority ”:  With respect to (i) any Class of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of such Class; and (ii) the Preferred Shares, the Preferred Shareholders representing more than 50% of the aggregate Notional Amount of the Preferred Shares.

“ Manufactured Housing Property ”:  A real property comprised of pad sites for manufactured homes (including mixed-use property) as to which the majority of the underwritten revenue is from manufactured housing pad site units.

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“ Material Breach ”:  With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.

“ Material Document Defect ”:  With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.

“ Maturity ”:  With respect to any Note, the date on which the unpaid principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity Date or by declaration of acceleration or otherwise.

“ Measurement Date ”:  Any of the following: (i) the Closing Date, (ii) the date of acquisition or disposition of any Collateral Interest, (iii) any date on which any Collateral Interest becomes a Defaulted Collateral Interest, (iv) each Determination Date and (v) with reasonable notice to the Issuer, the Collateral Manager and the Note Administrator, any other Business Day that the Rating Agencies or the Holders of at least 66-2/3% of the Aggregate Outstanding Amount of any Class of Notes requests be a “Measurement Date”; provided that, if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the immediately preceding Business Day.

“ 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 Pari Passu Participation represents an interest.

“ Minnesota Collateral ”:  The meaning specified in Section 3.3(b)(ii)  hereof.

“ Mixed-Use Property ”:  A real property comprised of real property with five or more residential units (including mixed-use, multifamily/office and multifamily/retail), office space, industrial space, retail space, hospitality space, self-storage space and/or pad sites for manufactured homes as to which no such property type represents a majority of the underwritten revenue.

“ Modified Collateral Interest ”:  Any Collateral Interest that is a Modified Loan or a participation interest in a Modified Loan.

“ Modified Loan ”:  The meaning specified in the Servicing Agreement.

“ Monthly Report ”:  The meaning specified in Section 10.9(a)  hereof.

“ Moody’s ”:  Moody’s Investors Service, Inc., and its successors-in-interest.

“ Moody’s Rating Factor ”: With respect to any Collateral Interest, the number set forth in the table below opposite the Moody’s Rating of such Collateral Interest:

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“ Moody’s Recovery Rate ”: With respect to each Collateral Interest, the rate specified in the table set forth below with respect to the property type of the related Mortgaged Property or Mortgaged Properties:

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

“ Mortgaged Property ”: With respect to any Mortgage Loan or Mezzanine Loan, the commercial, multifamily and/or manufactured-housing community mortgage property or properties directly or indirectly securing such Mortgage Loan or Mezzanine Loan, as applicable.

“ Multifamily Property ”:  A real property with five or more residential rental units (including mixed-use property) as to which the majority of the underwritten revenue is from residential rental units.

“ NCP Cash Purchase ”:  With respect to any Non-Controlling Collateral Interest sold to the Collateral Manager or an affiliate thereof, a cash purchase price of such Non-Controlling Collateral Interest determined in accordance with Section 12.1(b)(ii)  hereof.

“ NCP Sale Limitation ”:  With respect to sales of Non-Controlling Collateral Interests, that immediately after giving effect to such sale, the cumulative aggregate Principal Balance of Non-Controlling Collateral Interests (other than Credit Risk Collateral Interests and Defaulted Collateral Interests) sold by the Issuer in cash sales to the Collateral Manager or its affiliates (including entities managed by the Collateral Manager) on or after Closing Date shall

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not exceed 5% of the aggregate Principal Balance of the Closing Date Collateral Interests as of the Closing Date.

“ Net Outstanding Portfolio Balance ”:  On any Measurement Date, the sum (without duplication) of:

(i)                     the Aggregate Principal Balance of the Collateral Interests (other than any Modified Collateral Interests and Defaulted Collateral Interests);

(ii)                  the aggregate Principal Balance of all Principal Proceeds held as cash and Eligible Investments; and

(iii)               with respect to each Modified Collateral Interest or a Defaulted Collateral Interest, the Calculation Amount of such Collateral Interest;

provided, however , that (i) with respect to each Collateral Interest acquired at a purchase price that is less than 95% of the Principal Balance of such Collateral Interest, the “Principal Balance” of such Collateral Interest shall be the lesser of the purchase price and the amount determined pursuant to clause (c) above, if applicable, for purposes of computing the Net Outstanding Portfolio Balance, (ii) with respect to each Defaulted Collateral Interest that has been owned by the Issuer for more than three years after becoming a Defaulted Collateral Interest, the Principal Balance of such Defaulted Collateral Interest shall be zero for purposes of computing the Net Outstanding Portfolio Balance and (iii) in the case of a Collateral Interest subject to a Credit Risk/Defaulted Collateral Interest Cash Purchase or an exchange for an Exchange Collateral Interest, the Collateral Manager shall have 45 days to exercise such purchase or exchange and during such period such Collateral Interest shall not be treated as a Defaulted Collateral Interest for purposes of computing the Net Outstanding Portfolio Balance.

“ No Downgrade Confirmation ”:  A confirmation from a Rating Agency that any 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, provided that if the Requesting Party receives a written waiver or acknowledgment from a Rating Agency indicating such Rating Agency’s decision not to review the matter for which the No Downgrade Confirmation is sought, then the requirement to receive a No Downgrade Confirmation from that Rating Agency with respect to such matter shall not apply.  For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail.  Notwithstanding anything to the contrary set forth in this Indenture, at any time during which the Notes are no longer rated by a Rating Agency, a No Downgrade Confirmation shall not be required from such Rating Agency under this Indenture.

“ No Entity-Level Tax Opinion ”:  An opinion of Dechert LLP, Sidley Austin LLP or another nationally recognized tax counsel experienced in such matters that a contemplated transfer (whether by means of actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledge or hypothecation of any of the Retained Securities, any repurchased Notes or the Issuer Ordinary Shares will not cause the Issuer to be treated as a foreign corporation engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise to become subject to U.S. federal

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income tax on a net basis, which opinion may be conditioned on compliance with certain restrictions on the investment or other activities of the Issuer and the Collateral Manager on behalf of the Issuer.

“ No Trade or Business Opinion ”:  An opinion of Dechert LLP, Sidley Austin LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that is not engaged in a trade or business within the United States for U.S. federal income tax purposes, which opinion may be conditioned on compliance with certain restrictions on the investment or other activities of the Issuer and the Collateral Manager on behalf of the Issuer.

“ Non-Acquired Participation ”:  Any Future Funding Companion Participation or funded Companion Participation that is not acquired by the Issuer.

“ Non-call Period ”:  The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in February 2021 during which no Optional Redemption is permitted to occur.

“ Non-CLO Controlled Collateral Interests ”:  Each Collateral Interest that is a Pari Passu 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) will become a CLO Controlled Collateral Interest.  For the avoidance of doubt, a Collateral Interest shall not be considered a Non-CLO Controlled Interest solely as a result of the Issuer, in its capacity as the holder of the related Pari Passu Participation, being required to obtain consent of the holder of the related Companion Participation with respect to (i) pre-default decisions in accordance with the related Participation Agreement or (ii) in the event the related Participated Loan is a Defaulted Collateral Interest or a Credit Risk Collateral Interest, Major Decisions.  As of the Closing Date, each of the Closing Date Collateral Interests will be a CLO Controlled Collateral Interest.

“ Non-CLO Custody Collateral Interest ”:  The Collateral Interests identified on Schedule A hereto as “Shippan Landing” with respect to which a Participation Agreement was entered into in connection with the GPMT 2018-FL1 offering.

“ Non-Controlling Collateral Interest ”:  Any Collateral Interest acquired by the Issuer as to which the Issuer does not have sole and effective control over the remedies relating to the enforcement of the underlying Commercial Real Estate Loan, including ultimate control of the foreclosure process, by having a right to (x) appoint and remove the special servicer or (y) direct or approve the special servicer’s exercise of remedies.  For the avoidance of doubt, the existence of certain consent or consultation rights of a Companion Participation Holder with respect to any Collateral interest shall not in itself cause such Collateral Interest to be a Non-Controlling Collateral Interest.

“ Non-Permitted AML Holder ”:  A Holder of the Securities that fails to comply with the Holder AML Obligations.

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“ Non-Permitted Holder ”: The meaning specified in Section 2.13(b)  hereof.

“ Nonrecoverable Interest Advance ”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.7 hereof that the Advancing Agent or the Backup Advancing Agent, as applicable, has determined in its sole discretion, exercised in good faith, that the amount so advanced or proposed to be advanced plus interest expected to accrue thereon, will not be ultimately recoverable from subsequent payments or collections with respect to the Collateral Interests.

“ Note Administrator ”:  Wells Fargo Bank, National Association, a national banking association, solely in its capacity as note administrator hereunder, unless a successor Person shall have become the Note Administrator pursuant to the applicable provisions of this Indenture, and thereafter “Note Administrator” shall mean such successor Person.  Wells Fargo Bank, National Association will perform the Note Administrator role through its Corporate Trust Services division.

“ Note Administrator’s Website ”:  Initially, www.ctslink.com , provided that such address may change upon notice by the Note Administrator to the parties hereto, the 17g-5 Information Provider and Noteholders.

“ Note Interest Rate ”:  With respect to the Class A Notes, the Class A Rate, with respect to the Class A-S Notes, the Class A-S Rate, with respect to the Class B Notes, the Class B Rate, with respect to the Class C Notes, the Class C Rate, with respect to the Class D Notes, the Class D Rate, with respect to the Class E Notes, the Class E Rate and with respect to the Class F Notes, the Class F Rate.

“ Note Protection Tests ”:  The Par Value Test and the Interest Coverage Test.

“ Noteholder ”:  The Person in whose name such Note is registered in the Notes Register.

“ Notes ”:  The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

“ Notes Register ” and “ Notes Registrar ”:  The respective meanings specified in Section 2.5(a)  hereof.

“ Notional Amount ”:  In respect of the Preferred Shares, the per share notional amount of U.S.$1,000.  The aggregate Notional Amount of the Preferred Shares on the Closing Date will be U.S.$105,192,857.

“ NRSRO ”:  Any nationally recognized statistical rating organization, including the Rating Agencies.

“ NRSRO Certification ”:  A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit F or (b) provided

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electronically and executed by an NRSRO by means of a click-through confirmation on the 17g-5 Website.

“ Offered Notes ”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes.

“ Offering Memorandum ”:  The Offering Memorandum, dated February 14, 2019, relating to the offering of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes.

“ Office Property ”:  A real property comprised of office space (including mixed-use property) as to which the majority of the underwritten revenue is from office space.

“ Officer ”:  With respect to any company, corporation or limited liability company, including the Issuer, the Co-Issuer and the Collateral Manager, any Director, Manager, the Chairman of the Board of Directors, the President, any Senior Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer or General Partner of such entity; and with respect to the Trustee or Note Administrator, any Trust Officer; and with respect to the Servicer or the Special Servicer, a Responsible Officer (as defined in the Servicing Agreement).

“ Officer’s Certificate ”:  With respect to the Issuer, the Co-Issuer, the Collateral Manager and the Servicer, any certificate executed by an Authorized Officer thereof.

“ Opinion of Counsel ”:  A written opinion addressed to the Trustee and the Note Administrator and, if required by the terms hereof, the Servicer, the Special Servicer and/or the Rating Agencies (each, a “ Recipient ”), in form and substance reasonably satisfactory to each Recipient, of an outside third party counsel of national recognition (or the Cayman Islands, in the case of an opinion relating to the laws of the Cayman Islands), which attorney may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer, and which attorney shall be reasonably satisfactory to the Trustee and the Note Administrator.  Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory which opinions of other counsel shall accompany such Opinion of Counsel and shall either be addressed to each Recipient or shall state that each Recipient shall each be entitled to rely thereon.

“ Optional Redemption ”:  The meaning specified in Section 9.1(c)  hereof.

“ Originated As-Is LTV ”:  With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the Collateral Manager in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest (including the Principal Balance of any funded Companion Participation that is pari passu in right of repayment and any Collateral Interest that is cross-collateralized with the subject Collateral Interest) as of the date of origination, to the “as-is” value estimate of the related Mortgaged Property (and any Mortgaged Property cross-collateralizing the related Collateral Interest) as reflected in an appraisal that was obtained not more than three months prior to the date of origination of the related Real Estate Loan.

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“ Other Tranche ”:  The meaning specified in Section 17.5 hereof.

“ Outstanding ”:  With respect to the Notes, as of any date of determination, all of the Notes or any Class of Notes, as the case may be, theretofore authenticated and delivered under this Indenture except:

(i)                     Notes theretofore canceled by the Notes Registrar or delivered to the Notes Registrar for cancellation;

(ii)                  Notes or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Note Administrator or the Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii) ; provided that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture;

(iii)               Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the Note Administrator is presented that any such Notes are held by a Holder in due course; and

(iv)              Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in Section 2.6 ;

provided that in determining whether the Noteholders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (x) Notes owned by the Issuer, the Co-Issuer, the Collateral Manager or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, (y) Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, the Co-Issuer, the Collateral Manager or any other obligor upon the Notes or any Affiliate of the Issuer, the Co-Issuer, the Collateral Manager or such other obligor and (z) in relation to (i) the exercise by the Noteholders of their right, in connection with certain Events of Default, to accelerate amounts due under the Notes and (ii) any amendment or other modification of, or assignment or termination of, any of the express rights or obligations of the Collateral Manager under the Collateral Management Agreement or this Indenture, Notes owned by the Collateral Manager or any of its Affiliates, or by any accounts managed by them, will be disregarded and deemed not to be Outstanding.  The Trustee and the Note Administrator shall be entitled to rely on certificates from the Holder to determine any such pledges or affiliations and shall be protected in so relying, except to the extent that a Trust Officer of the Trustee or Note Administrator, as applicable, has actual knowledge of any such affiliation.

“ Par Purchase Price ”:  With respect to a Collateral Interest, 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 the date of purchase; plus (c) all related unreimbursed Servicing Advances and accrued and unpaid interest on such Servicing Advances at the Advance Rate, plus (d) all Special

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Servicing Fees and either Workout Fees or Liquidation Fees (but not both) allocable to such Collateral Interest; plus (e) all unreimbursed expenses incurred by the Issuer (and if applicable, the Seller), the Servicer and the Special Servicer in connection with such Collateral Interest.

“ Par Value Ratio ”:  As of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Balance on such Measurement Date by (b) the sum of the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes and the amount of any unreimbursed Interest Advances.

“ Par Value Test ”:  A test that will be met as of any Measurement Date on which any Offered Notes remain outstanding if the Par Value Ratio on such Measurement Date is equal to or greater than 125.18%.

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

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

“ Participated Loan Collection Account ”:  The meaning specified in the Servicing Agreement.

“ Participating Institution ”:  With respect to any Participation, the entity that holds legal title to the participated asset.

“ Participation ”:  Any Pari Passu Participation and/or the related Companion Participation, as applicable and as the context may require.

“ Participation Agent ”:  With respect to the Non-CLO Custody Collateral Interest, the party designated as such under the related Participation Agreement.

“ Participation Agreement ”:  With respect to each Participated Loan, the participation agreement that governs the rights and obligations of the holders of the related Pari Passu Participation and the related Companion Participation.

“ Participation Custodial Agreement ”:  With respect to the Non-CLO Custody Collateral Interest, that certain Custodial Agreement entered into in accordance with the related Participation Agreement and pursuant to which the Participation Custodian holds the loan file with respect to a Participated Loan related to the Non-CLO Custody Collateral Interest.

“ Participation Custodian ”:  With respect to the Non-CLO Custody Collateral Interest, the document custodian or similar party under the related Participation Custodial Agreement.

“ Paying Agent ”:  The Note Administrator, in its capacity as Paying Agent hereunder, authorized by the Issuer and the Co-Issuer to pay the principal of or interest on any Notes on behalf of the Issuer and the Co-Issuer as specified in Section 7.2 hereof.

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“ Payment Account ”:  The payment account established by the Note Administrator pursuant to Section 10.3 hereof.

“ Payment Date ”:  The 4th Business Day following each Determination Date, commencing on the Payment Date in March 2019, and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.

“ Permitted Subsidiary ”: Any one or more single purpose entities that are wholly-owned by the Issuer and are established exclusively for the purpose of taking title to mortgage, real estate or any Sensitive Asset in connection, in each case, with the exercise of remedies or otherwise.

“ 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.

“ Placement Agency Agreement ”:  The placement agreement relating to the Notes dated February 14, 2019 by and among the Issuer, the Co-Issuer, GPMT and the Placement Agents.

“ Placement Agents ”:  J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC.

“ Pledged Collateral Interest ”:  On any date of determination, any Collateral Interest that has been Granted to the Trustee and not been released from the lien of this Indenture pursuant to Section 10.10 hereof.

“ Preferred Share Distribution Account ”:  A segregated account established and designated as such by the Preferred Share Paying Agent pursuant to the Preferred Share Paying Agency Agreement.

“ Preferred Share Paying Agency Agreement ”:  The Preferred Share Paying Agency Agreement, dated as of the Closing Date, among the Issuer, the Preferred Share Paying Agent relating to the Preferred Shares and the Share Registrar, as amended from time to time in accordance with the terms thereof.

“ Preferred Share Paying Agent ”:  The Note Administrator, solely in its capacity as Preferred Share Paying Agent under the Preferred Share Paying Agency Agreement and not individually, unless a successor Person shall have become the Preferred Share Paying Agent pursuant to the applicable provisions of the Preferred Share Paying Agency Agreement, and thereafter Preferred Share Paying Agent shall mean such successor Person.

“ Preferred Shareholder ”:  A registered owner of Preferred Shares as set forth in the share register maintained by the Share Registrar.

“ Preferred Shares ”:  The preferred shares issued by the Issuer concurrently with the issuance of the Notes.

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“ Principal Balance ” or “ par ”:  With respect to any Commercial Real Estate Loan, Collateral Interest, Participated Loan, Companion Participation or Eligible Investment, as of any date of determination, the outstanding principal amount of such Commercial Real Estate Loan, Collateral Interest, Participated Loan, Companion Participation or Eligible Investment; provided that the Principal Balance of any Eligible Investment that does not pay Cash interest on a current basis will be the accreted value thereof.

“ Principal Proceeds ”:  With respect to any Payment Date, (A) the sum (without duplication) of:

(1) all principal payments (including Unscheduled Principal Payments and any casualty or condemnation proceeds and any proceeds from the exercise of remedies (including liquidation proceeds)) received during the related Due Period in respect of (a) Eligible Investments (other than Eligible Investments purchased with Interest Proceeds, Eligible Investments in the Expense Reserve Account and any amount representing the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment) and (b) Collateral Interests as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Collateral Interest, (ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted Collateral Interests and Credit Risk Collateral Interests, or (iv) any other principal payments received with respect to Collateral Interests,

(2) Sale Proceeds received during such Due Period in respect of sales in accordance with the Transaction Documents and excluding (i) accrued interest included in Sale Proceeds, (ii) any reimbursement of expenses included in such Sale Proceeds and (iii) any portion of such Sale Proceeds that are in excess of the outstanding Principal Balance of the related Collateral Interest or Eligible Investment,

(3) all Cash payments of interest received during such Due Period on Defaulted Collateral Interests,

(4) any principal payments received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary,

(5) any Loss Value Payment received by the Issuer from the Seller,

(6) Cash and Eligible Investments contributed by the Retention Holder pursuant to the terms hereof, as holder of 100% of the Preferred Shares and designated as “Principal Proceeds” by the Retention Holder; provided that in no event will Principal Proceeds include any proceeds from the Excepted Property, and

(7) Cash and Eligible Investments that were previously held for reinvestment in Reinvestment Collateral Interests and that have been transferred to the Payment Account pursuant to the terms of this Indenture,

minus (B) the aggregate amount of (i) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the Backup Advancing Agent from Interest Proceeds and (ii) any amounts paid or reimbursed to the Servicer or Special Servicer pursuant to

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the terms of the Servicing Agreement out of amounts that would otherwise be Principal Proceeds.

“ Priority of Payments ”:  The meaning specified in Section 11.1(a)  hereof.

“ Privileged Person ”:  Any of the following: (i) the Placement Agents and their designees, (ii) the Issuer, the Co-Issuer, the Collateral Manager and its Affiliates and designees, (iii) the Servicer, (iv) the Special Servicer, (v) the Trustee and Paying Agent, (vi) the Note Administrator, (vii) the Seller, (viii) the Advancing Agent hereunder and under the Servicing Agreement, (ix) any Person who provides the Note Administrator with an Investor Certification (provided that access to information provided by the Note Administrator to any Person who provides the Note Administrator an Investor Certification in the form of Exhibit H-2 shall be limited to the Monthly Report) and (x) each Rating Agency or other NRSRO that provides the Note Administrator with an NRSRO Certification, which NRSRO Certification may be submitted electronically by means of the Note Administrator’s Website.

“ Proceeding ”:  Any suit in equity, action at law or other judicial or administrative proceeding.

“ QIB ”:  A “qualified institutional buyer” as defined in Rule 144A.

“ Qualified Purchaser ”: A “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act or an entity owned exclusively by one or more such “qualified purchasers.”

“ Qualified REIT Subsidiary ”:  A corporation that, for U.S. federal income tax purposes, is wholly owned by a real estate investment trust under Section 856(i)(2) of the Code.

“ Rating Agencies ”:  Moody’s and KBRA, and any successor thereto, or, with respect to the Collateral generally, if at any time Moody’s or KBRA 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 ”: A condition that is satisfied if:

(a)                                  the party required to satisfy the Rating Agency Condition (the “ Requesting Party ”) has made a written request to a Rating Agency for a No Downgrade Confirmation; and

(b)                                  any one of the following has occurred:

(i)                                      a No Downgrade Confirmation has been received; or

(ii)                                   (A) within ten (10) Business Days of such request being sent to such Rating Agency, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for confirmation;

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(B)                                the Requesting Party has confirmed that such Rating Agency has received the confirmation request,

(C)                                the Requesting Party promptly requests the No Downgrade Confirmation a second time; and

(D)                                there is no response to either confirmation request within five (5) Business Days of such second request.

“ Rating Agency Test Modification ”:  The meaning specified in Section 12.4 hereof.

“ Record Date ”: With respect to any Holder and any Payment Date, the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs.

“ Redemption Date ”:  Any Payment Date specified for a redemption of the Securities pursuant to Section 9.1 hereof.

“ Redemption Date Statement ”:  The meaning specified in Section 10.9(d)  hereof.

“ Redemption Price ”: The Redemption Price of each Class of Notes or the Preferred Shares, as applicable, on a Redemption Date will be calculated as follows:

Class A Notes .  The redemption price for the Class A Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class A Notes to be redeemed, together with the Class A Interest Distribution Amount (plus any Class A Defaulted Interest Amount) due on the applicable Redemption Date.

Class A-S Notes .  The redemption price for the Class A-S Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class A-S Notes to be redeemed, together with the Class A-S Interest Distribution Amount (plus any Class A-S Defaulted Interest Amount) due on the applicable Redemption Date.

Class B Notes .  The redemption price for the Class B Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class B Notes to be redeemed, together with the Class B Interest Distribution Amount (plus any Class B Defaulted Interest Amount) due on the applicable Redemption Date.

Class C Notes .  The redemption price for the Class C Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class C Notes to be redeemed, together with the Class C Interest Distribution Amount (plus any Class C Defaulted Interest Amount) due on the applicable Redemption Date.

Class D Notes .  The redemption price for the Class D Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class D Notes to be redeemed, together with the Class D Interest Distribution Amount (plus any Class D Defaulted Interest Amount) due on the applicable Redemption Date.

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Class E Notes .  The redemption price for the Class E Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class E Notes (including any Class E Deferred Interest Amount) to be redeemed, together with the Class E Interest Distribution Amount (plus any Class E Defaulted Interest Amount) due on the applicable Redemption Date.

Class F Notes .  The redemption price for the Class F Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class F Notes (including any Class F Deferred Interest Amount) to be redeemed, together with the Class F Interest Distribution Amount (plus any Class F Defaulted Interest Amount) due on the applicable Redemption Date.

Preferred Shares .  The redemption price for the Preferred Shares will be calculated on the related Determination Date and will be equal to the sum of all net proceeds from the sale of the Collateral in accordance with Article 12 hereof and Cash (other than the Issuer’s rights, title and interest in the property described in clause (i) of the definition of “Excepted Property”), if any, remaining after payment of all amounts and expenses, including payments made in respect of the Notes, described under clauses (1) through (16) of Section 11.1(a)(i)  and clauses (1) through (11) of Section 11.1(a)(ii) ; provided that if there are no such net proceeds or Cash remaining, the redemption price for the Preferred Shares shall be equal to U.S.$0.

“ Registered ”:  With respect to any debt obligation, a debt obligation that is issued after July 18, 1984, and that is in registered form for purposes of the Code.

“ Registered Office Terms ”:  The standard Terms and Conditions for the Provision of Registered Office Services by MaplesFS Limited (Structured Finance — Cayman Company) as published at http://www.maplesfiduciaryservices.com/terms.

“ Regulation RR ”:   The final rule (appearing at 17 CFR § 246.1, et seq.) that was promulgated to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the U.S. regulatory agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“ Regulation S ”:  Regulation S under the Securities Act.

“ Regulation S Global Note ”:  The meaning specified in Section 2.2(b)(ii)  hereof.

“ Reimbursement Interest ”:  Interest accrued on the amount of any Interest Advance made by the Advancing Agent or the Backup Advancing Agent, for so long as it is outstanding, at the Reimbursement Rate, which Reimbursement Interest is hereby waived by the Advancing Agent for so long as (i) Seller (or any of its Affiliates) is the Advancing Agent and (ii) the Retention Holder (or any of its Affiliates) owns the Preferred Shares.

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“ Reimbursement Rate ”:  A rate per annum equal to the “prime rate” as published in the “Money Rates” section of the Wall Street Journal, as such “prime rate” may change from time to time.  If more than one “prime rate” is published in The Wall Street Journal for a day, the average of such “prime rates” will be used, and such average will be rounded up to the nearest one eighth of one percent (0.125%).  If the “prime rate” contained in The Wall Street Journal is not readily ascertainable, the Servicer will select an equivalent publication that publishes such “prime rate,” and if such “prime rates” are no longer generally published or are limited, regulated or administered by a governmental authority or quasigovernmental body, then the Servicer will select, in its reasonable discretion, a comparable interest rate index.

“ Reinvestment Account ”:  The account established by the Note Administrator pursuant to Section 10.2(a)  hereof.

“ Reinvestment Collateral Interest ”:  Any Collateral Interest (including a funded Future Funding Companion Participation or a portion thereof) that is acquired by the Issuer during the Reinvestment Period with Principal Proceeds from the Collateral Interests (or any cash contributed by the holder of the Preferred Shares to the Issuer) and that satisfies the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements.

“ Reinvestment Period ”:  The period beginning on the Closing Date and ending on and including the first to occur of the following events or dates:  (i) the Determination Date in February 2021; (ii) the Determination Date related to the Payment Date on which all of the Notes are redeemed as described herein under Section 9.1 ; and (iii) the date on which principal of and accrued and unpaid interest on all of the Notes is accelerated following the occurrence and continuation of an Event of Default.

“ REIT ”:  A “real estate investment trust” under the Code.

“ Repurchase Request ”:  The meaning specified in Section 7.17 hereof.

“ Retail Property ”:  A real property comprised of retail space (including mixed-use property) as to which the majority of the underwritten revenue is from retail space.

“ Retained Securities ”:  100% of the Class E Notes, the Class F Notes and the Preferred Shares.

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

“ Rule 17g-5 ”:  The meaning specified in Section 14.13 hereof.

“ Rule 144A ”:  Rule 144A under the Securities Act.

“ Rule 144A Global Note ”:  The meaning specified in Section 2.2(b)(i)  hereof.

“ Rule 144A Information ”:  The meaning specified in Section 7.13 hereof.

“ Sale ”:  The meaning specified in Section 5.17(a)  hereof.

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“ Sale Proceeds ”:  All proceeds (including accrued interest) received with respect to Collateral Interests and Eligible Investments as a result of sales of such Collateral Interests and Eligible Investments, and sales in connection with a repurchase for a Material Breach or a Material Document Defect, in each case net of any reasonable out-of-pocket expenses of the Trustee, the Collateral Manager, the Custodian, the Note Administrator, or the Servicer under the Servicing Agreement in connection with any such sale.

“ SEC ”:  The Securities and Exchange Commission.

“ Secured Parties ”:  Collectively, the Trustee, the Collateral Manager, the Custodian, the Note Administrator, the Advancing Agent, the Backup Advancing Agent, the Holders of the Offered Notes, the Servicer, the Special Servicer, the AML Servicer Provider and the Company Administrator, each as their interests appear in applicable Transaction Documents.

“ Securities ”:  Collectively, the Notes and the Preferred Shares.

“ Securities Account ”:  The meaning specified in Section 8-501(a) of the UCC.

“ Securities Account Control Agreement ”:  The meaning specified in Section 3.3(b)  hereof.

“ Securities Act ”:  The Securities Act of 1933, as amended, and the applicable rules and regulations promulgated thereunder.

“ Securities Intermediary ”:  The meaning specified in Section 10.1(b)  hereof.

“ Securitization Regulation ”:  Regulation (EU) 2017/2402, together with any official guidance adopted in relation thereto and in force on the Closing Date.

“ Security ”:  Any Note or Preferred Share or, collectively, the Notes and Preferred Shares, as the context may require.

“ Security Entitlement ”:  The meaning specified in Section 8-102(a)(17) of the UCC.

“ Self-Storage Property ”:  A real property comprised of self-storage space (including mixed-use property) as to which the majority of the underwritten revenue is from self-storage space.

“ Seller ”:  GPMT Seller LLC, and its successors-in-interest, solely in its capacity as Seller.

“ Segregated Liquidity ”:  The meaning specified in the Servicing Agreement.

“ Sensitive Asset ”: Means (i) a Collateral Interest, or a portion thereof, or (ii) a real property or other interest (including, without limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise of remedies with respect to a Collateral Interest or portion thereof, in either case, as to which the Collateral Manager has

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determined, based on an Opinion of Counsel, could give rise to material liability of the Issuer (including liability for taxes) if held directly by the Issuer.

“ Servicer ”: Wells Fargo Bank, National Association, a national banking association, solely in its capacity as servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall have become the servicer pursuant to the appropriate provisions of the Servicing Agreement.

“ Servicing Accounts ”:  The Escrow Accounts, the Collection Account, the Participated Loan Collection Account, the REO Accounts and the Cash Collateral Accounts, each as established under and defined in the Servicing Agreement.

“ Servicing Advances ”:  The meaning specified in the Servicing Agreement.

“ Servicing Agreement ”:  The Servicing Agreement, dated as of the Closing Date, by and among the Issuer, the Collateral Manager, the Trustee, the Note Administrator, the Servicer, the Special Servicer and the Advancing Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ Servicing Standard ”:  The meaning specified in the Servicing Agreement.

“ Share Registrar ”:  MaplesFS Limited, unless a successor Person shall have become the Share Registrar pursuant to the applicable provisions of the Preferred Share Paying Agency Agreement, and thereafter “Share Registrar” shall mean such successor Person.

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

“ Special Servicing Fee ”:  The meaning specified in the Servicing Agreement.

“ Specially Serviced Loan ”:  The meaning specified in the Servicing Agreement.

“ Specified Person ”:  The meaning specified in Section 2.6(a)  hereof.

“ Sponsor ”:  GPMT, solely in its role as the “sponsor” as that term is defined in Section 246.2 of Regulation RR.

“ Stabilized Debt Service ”:  With respect to any Collateral Interest, the monthly payments of principal (without regard to any change in principal payments for any extension period) and interest due with respect to such Commercial Real Estate Loan pursuant to the terms of the related Loan Documents, assuming all Future Funding Amounts that the Collateral Manager expects to be drawn by the stabilization date have been advanced, but excluding (1) any balloon payments and (2) any required (non-monthly) principal paydowns.  In determining Stabilized Debt Service for any Collateral Interest that is a Participation, the calculation will take into account the debt service due on the Participation being acquired by the Issuer and the related Non-Acquired Participation(s) (assuming fully-funded) or related note also secured by the

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related mortgaged property or properties, as applicable, that is senior or pari passu in right to the Participation being acquired by the Issuer but not any Non-Acquired Participation(s) or related note also secured by the related Mortgaged Property that is junior in right to the Participation being acquired by the Issuer.

“ Stated Maturity Date ”:  The Payment Date in February 2036.

“ Student Housing Property ”:  A real property comprised of a student housing space (including mixed-use property) as to which the majority of the underwritten revenue is from student housing.

“ Subsequent Retaining Holder ”:  Any Person that purchases all or a portion of the EHRI in accordance with this Indenture and applicable laws and regulations; provided that if there are multiple Holders of the EHRI, then “Subsequent Retaining Holder” shall mean, individually and collectively, those multiple Holders.

“ Subsequent Transfer Instrument ”:  The meaning specified in Section 12.2(a)  hereof.

“ 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 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 amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ Successful Auction ”:  Either (i) an auction that is conducted in accordance with the provisions specified in the Indenture, which includes the requirement that the aggregate cash purchase price for all the Collateral Interests, together with the balance of all Eligible Investments and cash in the Payment Account, will be at least equal to the Total Redemption Price or (ii) the purchase of all of the Collateral Interests by the Preferred Shareholder for a price that, together with the balance of all Eligible Investments and cash in the Payment Account, is equal to the Total Redemption Price.

“ Successor Benchmark Rate ”:  The meaning specified in Section 8.1(b)(iii)  hereof.

“ Successor Benchmark Rate Spread ”:  With respect to any Class of Notes, the difference (expressed as the number of basis points) between (A) LIBOR on the LIBOR Determination Date that LIBOR was last applicable to such Class plus the LIBOR Spread on such Class and (B) the Successor Benchmark Rate on the LIBOR Determination Date that LIBOR was last applicable to such Class.

“ Supermajority ”:  With respect to (i) any Class of Notes, the Holders of at least 66 2 / 3 % of the Aggregate Outstanding Amount of the Notes of such Class and (ii) with respect to

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the Preferred Shares, the Holders of at least 66 2 / 3 % of the aggregate Notional Amount of the Preferred Shares.

“ Tax Event ”: (i) Any borrower is, or on the next scheduled payment date under any Collateral Interest, will be, required to deduct or withhold from any payment under any Collateral Interest to the Issuer for or on account of any tax for whatever reason and such borrower is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such borrower or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required, (ii) any jurisdiction imposes net income, profits, or similar tax on the Issuer or (iii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary or other disregarded entity of a REIT and is not a foreign corporation that is not engaged in a trade or business within the United States for U.S. federal income tax purposes.  Withholding taxes imposed under FATCA, if any, shall be disregarded in applying the definition of “Tax Event.”

“ Tax Materiality Condition ”:  The condition that will be satisfied if either (i) as a result of the occurrence of a Tax Event, a tax or taxes are imposed on the Issuer or withheld from payments to the Issuer and with respect to which the Issuer receives less than the full amount that the Issuer would have received had no such deduction occurred and such amount exceeds, in the aggregate, $1,000,000 during any 12-month period or (ii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary or other disregarded entity of a REIT and is not a foreign corporation that is not engaged in a trade or business within the United States for U.S. federal income tax purposes.

“ Tax Redemption ”:  The meaning specified in Section 9.1(b)  hereof.

“ Total Redemption Price ”:  The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1) through (4) of Section 11.1(a)(i)  and to redeem all Notes at their applicable Redemption Prices.

“ Transaction Documents ”:  This Indenture, the Collateral Management Agreement, the Preferred Share Paying Agency Agreement, the Placement Agency Agreement, the Collateral Interest Purchase Agreement, the EU Risk Retention Agreement, the Company Administration Agreement, the AML Services Agreement, the Participation Agreements, the Future Funding Agreement, the Servicing Agreement, the Sub-Servicing Agreement and the Securities Account Control Agreement.

“ Transfer Agent ”:  The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes in its capacity as Transfer Agent.

“ Treasury Note ”:  The meaning set forth in Schedule B attached hereto.

“ Treasury Rate ”:  The meaning set forth in Schedule B attached hereto.

“ Treasury Rate Spread ”:  The meaning set forth in Schedule B attached hereto.

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“ Treasury Regulations ”:  Temporary or final regulations promulgated under the Code by the United States Treasury Department.

“ Trust Officer ”:  When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because such officer’s knowledge of and familiarity with the particular subject and (ii) the Note Administrator, any officer of the Corporate Trust Services group of the Note Administrator with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom a particular matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“ Trustee ”:  Wilmington Trust, National Association, a national banking association, solely in its capacity as trustee hereunder, unless a successor Person shall have become the Trustee pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Person.

“ Two Quarter Future Advance Estimate ”:  The meaning specified in the Servicing Agreement.

“ U/W Stabilized NCF DSCR ”:  With respect to any Collateral Interest, the ratio, as calculated by the Collateral Manager in accordance with the Collateral Management Standard, of (a) the “stabilized” annual net cash flow generated from the related property before interest, depreciation and amortization, based on the stabilized underwriting, which may include the completion of certain proposed capital expenditures and the realization of stabilized occupancy and/or rents to (b) the annual Stabilized Debt Service.  In determining the U/W Stabilized NCF DSCR for any Reinvestment Collateral Interest that is cross-collateralized with one or more other Collateral Interests, the U/W Stabilized NCF DSCR was calculated with respect to the cross-collateralized group in the aggregate.

“ UCC ”:  The applicable Uniform Commercial Code.

“ United States ” and “ U.S. ”: The United States of America, including any state and any territory or possession administered thereby.

“ Unscheduled Principal Payments ”:  Any proceeds received by the Issuer from an unscheduled prepayment or redemption (in whole but not in part) by the obligor of a Commercial Real Estate Loan prior to the maturity date the related Collateral Interest.

“ Updated Appraisal ”: An appraisal (or a letter update for an existing appraisal which is less than two years old) of the Mortgaged Property from an independent Member of the Appraisal Institute appraiser.

“ U.S. Person ”: The meaning specified in Regulation S.

“ Volcker Rule ”:  Section 13 of the Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations promulgated thereunder.

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“ Weighted Average Life ”:  As of any date of determination with respect to the Collateral Interests (other than Defaulted Collateral Interests), the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each Collateral Interest (other than Defaulted Collateral Interests) by (b) the outstanding Principal Balance of such Collateral Interest and (ii) dividing such sum by the aggregate Principal Balance at such time of all Collateral Interests (other than Defaulted Collateral Interests), where “Average Life” means, on any date of determination with respect to any Collateral Interest (other than a Defaulted Collateral Interest), the quotient obtained by the Collateral Manager by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest one tenth thereof) from such date of determination to the respective dates of each successive expected distribution of principal of such Collateral Interest and (b) the respective amounts of such expected distributions of principal by (ii) the sum of all successive expected distributions of principal on such Collateral Interest.

“ Weighted Average Spread ”:  As of any date of determination, the number obtained (rounded up to the next 0.001%), by (A) summing the products obtained by multiplying (i) with respect to any Collateral Interest (other than any Defaulted Collateral Interest), the greater of (x) the current stated spread above LIBOR at which interest accrues on each such Collateral Interest and (y) if such Collateral Interest provides for a minimum interest rate payable thereunder, the excess, if any, of the minimum interest rate applicable to such Collateral Interest (net of any servicing fees and expenses) over LIBOR by (ii) the Principal Balance of such Collateral Interest as of such date, and (B) dividing such sum by the aggregate Principal Balance of all Collateral Interests (excluding all Defaulted Collateral Interests).

“ Workout Fee ”:  The meaning specified in the Servicing Agreement.

Section 1.2                                     Interest Calculation Convention .

All calculations of interest hereunder that are made with respect to the Notes shall be made on the basis of the actual number of days during the related Interest Accrual Period divided by 360.

Section 1.3                                     Rounding Convention .

Unless otherwise specified herein, test calculations that are evaluated as a percentage will be rounded to the nearest ten thousandth of a percentage point and test calculations that are evaluated as a number or decimal will be rounded to the nearest one hundredth of a percentage point.

ARTICLE 2

THE NOTES

Section 2.1                                     Forms Generally .

The Notes and the Authenticating Agent’s certificate of authentication thereon (the “ Certificate of Authentication ”) shall be in substantially the forms required by this Article 2 ,

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with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer and the Co-Issuer, executing such Notes as evidenced by their execution of such Notes.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Section 2.2                                     Forms of Notes and Certificate of Authentication .

(a)                                  Form .  The form of each Class of the Offered Notes, including the Certificate of Authentication, shall be substantially as set forth in Exhibit A hereto and the form of the Class E Notes and the Class F Notes, including the Certificate of Authentication, shall be substantially as set forth in  Exhibit B hereto.

(b)                                  Global Notes and Definitive Notes .

(i)                                      The Notes initially offered and sold in the United States to (or to U.S. Persons who are) QIBs shall be represented by one or more permanent global notes in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A and  B hereto added to the form of such Notes (each, a “ Rule 144A Global Note ”), which shall be registered in the name of Cede & Co., as the nominee of the Depository and deposited with the Note Administrator, as custodian for the Depository, duly executed by the Issuer and in the case of the Offered Notes, the Co-Issuer and authenticated by the Authenticating Agent as hereinafter provided.  The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(ii)                                   The Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall be issued in definitive form, registered in the name of the legal or beneficial owner thereof attached without interest coupons with the applicable legend set forth in Exhibits A and B hereto added to the form of such Notes (each a “ Definitive Note ”), which shall be duly executed by the Issuer and, in the case of the Offered Notes, the Co-Issuer and authenticated by the Authenticating Agent as hereinafter provided.  The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(iii)                                The Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by one or more permanent global notes in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A and  B , hereto added to the form of such Notes (each, a “ Regulation S Global Note ”), which shall be deposited on behalf of the subscribers for such Notes represented thereby with the Note Administrator as custodian for the Depository and registered in the name of a nominee of the Depository for the respective accounts of Euroclear and Clearstream, Luxembourg or their respective depositories, duly executed by the Issuer

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and, in the case of the Offered Notes, the Co-Issuer and authenticated by the Authenticating Agent as hereinafter provided.  The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(c)                                   Book-Entry Provisions .  This Section 2.2(c)  shall apply only to Global Notes deposited with or on behalf of the Depository.

Each of the Issuer and Co-Issuer shall execute and the Authenticating Agent shall, in accordance with this Section 2.2(c) , authenticate and deliver initially one or more Global Notes that shall be (i) registered in the name of the nominee of the Depository for such Global Note or Global Notes and (ii) delivered by the Note Administrator to such Depository or pursuant to such Depository’s instructions or held by the Note Administrator’s agent as custodian for the Depository.

Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Note Administrator, as custodian for the Depository or under the Global Note, and the Depository may be treated by the Issuer, the Co-Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer and the Special Servicer and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Co-Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer and the Special Servicer or any of their respective agents, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

(d)                                  Delivery of Definitive Notes in Lieu of Global Notes .  Except as provided in Section 2.10 hereof, owners of beneficial interests in a Class of Global Notes shall not be entitled to receive physical delivery of a Definitive Note.

Section 2.3                                     Authorized Amount; Stated Maturity Date; and Denominations .

(a)                                  The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to U.S.$719,840,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5 , 2.6 or 8.5 hereof.

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Such Notes shall be divided into seven Classes having designations and original principal amounts as follows:

(b)                                  The Notes shall be issuable in minimum denominations of U.S.$100,000 (or, in the case of the Class A Notes, in minimum denominations of $10,000) and integral multiples of U.S.$500 in excess thereof (plus any residual amount).

Section 2.4                                     Execution, Authentication, Delivery and Dating .

The Notes shall be executed on behalf of the Issuer and, in the case of the Offered Notes, the Co-Issuer by an Authorized Officer of the Issuer and, in the case of the Offered Notes, the Co-Issuer, respectively.  The signature of such Authorized Officers on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer and, in the case of the Offered Notes, the Co-Issuer shall bind the Issuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer and, in the case of the Offered Notes, the Co-Issuer may deliver Notes executed by the Issuer and, in the case of the Offered Notes, the Co-Issuer to the Authenticating Agent for authentication and the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.

Each Note authenticated and delivered by the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date.  All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication.

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Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced.  In the event that any Note is divided into more than one Note in accordance with this Article 2 , the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.5                                     Registration, Registration of Transfer and Exchange .

(a)                                  The Issuer and the Co-Issuer shall cause to be kept a register (the “ Notes Register ”) in which, subject to such reasonable regulations as it may prescribe, the Issuer and the Co-Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes.  The Note Administrator is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided.  Upon any resignation or removal of the Notes Registrar, the Issuer and the Co-Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Notes Registrar.

The name and address of each Noteholder and the principal amounts and stated interest of each such Noteholder in its Notes shall be recorded by the Notes Registrar in the Notes Register.  For the avoidance of doubt, the Notes Register is intended to be and shall be maintained so as to cause the Notes to be considered issued in registered form under Treasury Regulations section 5f.103-1(c) .

If a Person other than the Note Administrator is appointed by the Issuer and the Co-Issuer as Notes Registrar, the Issuer and the Co-Issuer shall give the Note Administrator prompt written notice of the appointment of a successor Notes Registrar and of the location, and any change in the location, of the Notes Register, and the Note Administrator shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof and the Note Administrator shall have the right to rely upon a certificate executed on behalf of the Notes Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes.  In addition, the Notes Registrar shall be required, within one Business Day of each Record Date, to provide the Note Administrator with a copy of the Notes Registrar in the format required by, and with all accompanying information regarding the Noteholders as may reasonably be required by the Note Administrator.

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Subject to this Section 2.5 , upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to be maintained as provided in Section 7.2 , the Issuer and the Co-Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 7.2 .  Whenever any Note is surrendered for exchange, the Issuer and, in the case of the Offered Notes, the Co-Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and, in the case of the Offered Notes, the Co-Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and, in the case of the Offered Notes, the Co-Issuer and, in each case, the Notes Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

None of the Notes Registrar, the Issuer or the Co-Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption.

(b)                                  No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act and is exempt from the registration requirements under applicable securities laws of any state or other jurisdiction.

(c)                                   No Note may be offered, sold, resold or delivered, within the United States or to, or for the benefit of, U.S. Persons except in accordance with Section 2.5(e)  below and in accordance with Rule 144A to QIBs or, solely with respect to Definitive Notes, IAIs who are also Qualified Purchasers purchasing for their own account or for the accounts of one or more QIBs or IAIs who are also Qualified Purchasers, for which the purchaser is acting as fiduciary or agent. The Notes may be offered, sold, resold or delivered, as the case may be, in offshore transactions to non-U.S. Persons in reliance on Regulation S.  None of the Issuer, the Co-Issuer, the Note Administrator, the Trustee or any other Person may register the Notes under the Securities Act or the securities laws of any state or other jurisdiction.

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(d)                                  Upon final payment due on the Stated Maturity Date of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Note Administrator or at the office of the Paying Agent.

(e)                                   Transfers of Global Notes .  Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depository, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 2.2(c)  and this Section 2.5(e) .

(i)                                      Except as otherwise set forth below, transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.  Transfers of a Global Note to a Definitive Note may only be made in accordance with Section 2.10 .

(ii)                                   Regulation S Global Note to Rule 144A Global Note or Definitive Note .  If a holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or for a Definitive Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note or for a Definitive Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note or for a Definitive Note.  Upon receipt by the Note Administrator or the Notes Registrar of:

(1)                                  if the transferee is taking a beneficial interest in a Rule 144A Global Note, instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase and a duly completed certificate in the form of Exhibit C-2 attached hereto; or

(2)                                  if the transferee is taking a Definitive Note, a duly completed transfer certificate in substantially the form of Exhibit C-3 hereto, certifying that such transferee is an IAI,

then the Notes Registrar shall either (x) if the transferee is taking a beneficial interest in a Rule 144A Global Note, approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in

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the principal amount of the Regulation S Global Note or (y) if the transferee is taking an interest in a Definitive Note, the Notes Registrar shall record the transfer in the Notes Register in accordance with Section 2.5(a)  and, upon execution by the Issuers, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, as applicable, registered in the names specified in the instructions described above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Regulation S Global Note transferred by the transferor).

(iii)                                Definitive Note or Rule 144A Global Note to Regulation S Global Note .  If a holder of a beneficial interest in a Rule 144A Global Note or a Holder of a Definitive Note wishes at any time to exchange its interest in such Rule 144A Global Note or Definitive Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note or Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note.  Upon receipt by the Note Administrator or the Notes Registrar of:

(1)                                  instructions given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note or Definitive Note to be exchanged or transferred, and in the case of a transfer of Definitive Notes, such Holder’s Definitive Notes properly endorsed for assignment to the transferee,

(2)                                  a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase,

(3)                                  in the case of a transfer of Definitive Notes, a Holder’s Definitive Note properly endorsed for assignment to the transferee, and

(4)                                  a duly completed certificate in the form of Exhibit C-1 attached hereto,

then the Note Administrator or the Notes Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note (or, in the case of a transfer of Definitive Notes, the Note Administrator or the Notes Registrar shall cancel such Definitive Notes) and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note or Definitive Note to be exchanged or transferred, and to credit or cause to be

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credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note (or, in the case of a cancellation of Definitive Notes, equal to the principal amount of Definitive Notes so cancelled).

(iv)                               Transfer of Rule 144A Global Notes to Definitive Notes .  If, in accordance with Section 2.10 , a holder of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for a Definitive Note or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note in accordance with Section 2.10 , such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a Definitive Note.  Upon receipt by the Note Administrator or the Notes Registrar of (A) a duly complete certificate substantially in the form of Exhibit C-3 and (B) appropriate instructions from DTC, if required, the Note Administrator or the Notes Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be transferred or exchanged, record the transfer in the Notes Register in accordance with Section 2.5(a)  and upon execution by the Issuers, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, registered in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Rule 144A Global Note transferred by the transferor).

(v)                                  Transfer of Definitive Notes to Rule 144A Global Notes .  If a holder of a Definitive Note wishes at any time to exchange its interest in such Definitive Note for a beneficial interest in a Rule 144A Global Note or to transfer such Definitive Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such Definitive Note for beneficial interest in a Rule 144A Global Note ( provided that no IAI may hold an interest in a Rule 144A Global Note).  Upon receipt by the Note Administrator or the Notes Registrar of (A) a Holder’s Definitive Note properly endorsed for assignment to the transferee; (B) a duly completed certificate substantially in the form of Exhibit C-2 attached hereto; (C) instructions given in accordance with DTC’s procedures from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the Rule 144A Global Notes in an amount equal to the Definitive Notes to be transferred or exchanged; and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account of DTC to be credited with such increase, the Note Administrator or the Notes Registrar shall cancel such Definitive Note in accordance herewith, record the transfer in the Notes Register in accordance with Section 2.5(a)  and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the principal amount of the Definitive Note transferred or exchanged.