**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-191331-09**

**Central Index Key Number of the issuing entity:0001644697**

**GS Mortgage Securities Trust2015-GC32**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001004158**

**GS Mortgage Securities CorporationII**

**(exact name of the depositor as specified in itscharter)**

** **

**Central Index Key Number of the sponsor: 0001541502**

**Goldman Sachs Mortgage Company**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001541001**

**Citigroup Global Markets RealtyCorp.**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001558761**

**Cantor Commercial Real EstateLending, L.P.**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001682511**

**Starwood Mortgage Funding I LLC**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001576832**

**MC-Five Mile Commercial MortgageFinance LLC**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3976056**

**38-3976057**

**38-7143575**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 902-1000**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧  (Do not check ifa smaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Ascentia MHC Portfolio Mortgage Loan,previously an asset of the issuing entity, was not an asset of the issuingentity during the reporting period and is omitted from this Annual Report onForm 10-K and will be omitted from subsequent Annual Reports on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Selig Office Portfolio Mortgage Loan, whichconstituted approximately 2.5% of the asset pool of the issuing entity as ofits cut-off date.  The Selig Office Portfolio Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the SeligOffice Portfolio Mortgage Loan and three other *pari passu* loans, whichare not assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Citigroup Commercial Mortgage Trust2015-GC29 transaction, Commission File Number 333-189017-08 (the “CGCMT2015-GC29 Transaction”). This loan combination, including the Selig OfficePortfolio Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the CGCMT 2015-GC29 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The US Storage Mart PortfolioMortgage Loan, previously an asset of the issuing entity, was not an asset of theissuing entity during the reporting period and is omitted from this AnnualReport on Form 10-K and will be omitted from subsequent Annual Reports on Form10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Alderwood Mall Mortgage Loan, whichconstituted approximately 2.4% of the asset pool of the issuing entity as ofits cut-off date.  The Alderwood Mall Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the AlderwoodMall Mortgage Loan, four other *pari passu* loans and two subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the MSCCG Trust 2015-ALDRtransaction (the “MSCCG 2015-ALDR Transaction”). This loan combination,including the Alderwood Mall Mortgage Loan, is being serviced and administeredpursuant to the trust and servicing agreement for the MSCCG 2015-ALDRTransaction, which is incorporated by reference as Exhibit 4.3 to this AnnualReport on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Dallas Market Center Mortgage Loan, whichconstituted approximately 5.7% of the asset pool of the issuing entity as ofits cut-off date.  The Dallas Market Center Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the DallasMarket Center Mortgage Loan and two other *pari passu* loans, which arenot assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the GS Mortgage Securities Trust 2015-GC30transaction, Commission File Number 333-191331-08 (the “GSMS 2015-GC30Transaction”). This loan combination, including the Dallas Market CenterMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the GSMS 2015-GC30 Transaction, which is incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Kaiser Center Mortgage Loan, whichconstituted approximately 5.0% of the asset pool of the issuing entity as ofits cut-off date.  The Kaiser Center Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the KaiserCenter Mortgage Loan and one other *pari passu* loan, which is not anasset of the issuing entity.  This loan combination, including the KaiserCenter Mortgage Loan, was serviced under the Pooling and Servicing Agreementfor the issuing entity prior to the closing of the securitization of the other *paripassu* portion of the Kaiser Center loan combination in the CitigroupCommercial Mortgage Trust 2015-P1 transaction, Commission File Number333-189017-10 (the “CGCMT 2015-P1 Transaction”).  After the closingof the CGCMT 2015-P1 Transaction on August 19, 2015, this loan combination,including the Kaiser Center Mortgage Loan was, and will continue to be,serviced and administered pursuant to the pooling and servicing agreement withrespect to the CGCMT 2015-P1 Transaction, which is incorporated by reference asExhibit 4.5 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer andspecial servicer of the Dallas Market Center Mortgage Loan and the Selig OfficePortfolio Mortgage Loan. As a result, Midland Loan Services, a Division of PNCBank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of theKaiser Center Mortgage Loan. As a result, Wells Fargo Bank, NationalAssociation is a “servicer” as defined in Item 1108(a)(2)(iii) of RegulationAB, in the capacities described above, because it is servicing mortgage loansthat constituted 10% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian of themortgage loans serviced under the Pooling and Servicing Agreement, the KaiserCenter Mortgage Loan and the Alderwood Mall Mortgage Loan.  As a result,Wells Fargo Bank, National Association is a servicing function participant inthe capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Alderwood Mall Mortgage Loan.  Pursuantto the trust and servicing agreement for the MSCCG 2015-ALDR Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Alderwood Mall Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Deutsche Bank Trust CompanyAmericas acts as trustee of the Selig Office Portfolio Mortgage Loan and theKaiser Center Mortgage Loan.  Pursuant to the pooling and servicingagreement for the CGCMT 2015-GC29 Transaction and the pooling and servicingagreement for the CGCMT 2015-P1 Transaction, the trustee is required to providean assessment of compliance with applicable servicing criteria solely withrespect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of fundsor guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function with respectto the servicing criteria specified in Item 1122(d)(2)(iii) of RegulationAB.  The master servicer or the special servicer, to the extent required,performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K does notinclude an assessment of compliance with applicable servicing criteria of thetrustee. One or more other servicers of the Selig Office Portfolio MortgageLoan and the Kaiser Center Mortgage Loan have delivered one or more assessmentsof compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

U.S. Bank National Associationacts as trustee of the Dallas Market Center Mortgage Loan.  Pursuant tothe pooling and servicing agreement for the GSMS 2015-GC30 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item 1122(d)(2)(iii)of Regulation AB.  The master servicer or the special servicer, to theextent required, performed the servicing function identified with respect toItem 1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Dallas Market Center MortgageLoan have delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the Kaiser Center Mortgage Loanto remit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments. These servicing functionsare included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement from ComputershareTrust Company, National Association (“CTCNA”).  CTCNA was engagedby Wells Fargo Bank, National Association (“Wells Fargo”), in itscapacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Alderwood Mall Mortgage Loan, the Selig Office PortfolioMortgage Loan, the Kaiser Center Mortgage Loan and the Dallas Market CenterMortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Selig Office Portfolio Mortgage Loan and theAlderwood Mall Mortgage Loan, (i) the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance with servicingcriteria of Situs Holdings, LLC as operating advisor of the Selig OfficePortfolio Mortgage Loan, KeyBank National Association as primary servicer andspecial servicer of the Alderwood Mall Mortgage Loan and Deutsche Bank TrustCompany Americas as custodian of the Selig Office Portfolio Mortgage Loan,listed on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required to be included on this Annual Report on Form 10-K perInstruction 3 to Item 1122 of Regulation AB because they are parties performingactivities that address servicing criteria relating to 5% or less of the assetsof the issuing entity; and (ii) the servicer compliance statement of KeyBankNational Association as primary servicer and special servicer of the AlderwoodMall Mortgage Loan, listed on the Exhibit Index is omitted from this AnnualReport on Form 10-K as it is not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because it is an unaffiliated partythat is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

**Item 1B.  Unresolved Staff Comments.**

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to, Wells Fargo Bank, National Association, asCertificate Administrator, Trustee, and Custodian, U.S. Bank NationalAssociation, as Certificate Administrator, Trustee, and Custodian, DeutscheBank Trust Company Americas, as Trustee and Custodian, and CWCapital AssetManagement LLC, as Special Servicer.

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

 

U.S. Bank National Association (“U.S. Bank”) and other largefinancial institutions have been sued in their capacity as trustee or successortrustee for certain residential mortgage backed securities ("RMBS")trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned *The National CollegiateStudent Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*,C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

 

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued byinvestors in civil litigation concerning their role as trustees of certainresidential mortgage-backed securities (“RMBS”) trusts. 

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-labelRMBS trusts, to enforce breaches of representations and warranties as tomortgage loans held by the trusts and to enforce breaches by servicers of theirmortgage loan servicing obligations for the trusts.  During the course ofthe litigation, plaintiffs dismissed the case from New York State Supreme Courtand refiled two separate cases, one in the U.S. District Court for the SouthernDistrict of New York (the “BlackRock SDNY Case”) and the other in theSuperior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case wasdismissed on December 6, 2018, and the BlackRock California Case was dismissedon January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to acase brought by certain special purpose entities including Phoenix Light SFLimited in the U.S. District Court for the Southern District of New York, inwhich the plaintiffs previously alleged incorrectly that DBNTC served astrustee for all 43 of the trusts at issue.  On September 27, 2017,plaintiffs filed a third amended complaint that names DBTCA as a defendant inaddition to DBNTC.  DBTCA serves as trustee for one of the 43 trusts atissue.  DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S.Trust Indenture Act of 1939 (“TIA”); breach of contract; breach offiduciary duty; negligence and gross negligence; violation of New York’s StreitAct; and breach of the covenant of good faith.  However, in the thirdamended complaint, plaintiffs acknowledge that, before DBTCA was added to thecase, the court dismissed plaintiffs’ TIA Act claims, negligence and grossnegligence claims, Streit Act claims, claims for breach of the covenant of goodfaith, and certain theories of plaintiffs’ breach of contract claims, andplaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.”  OnNovember 13, 2017, DBNTC and DBTCA filed an answer to the third amendedcomplaint.  On December 7, 2018, DBNTC and DBTCA filed a motion forsummary judgment.  Also on December 7, 2018, plaintiffs, jointly withCommerzbank AG (see description of Commerzbank case below), filed a motion forpartial summary judgment.  On October 27, 2021, DBNTC and DBTCA filed asupplemental motion for summary judgment relating to plaintiffs’standing.  On February 8, 2022, the court issued an order in which itgranted DBNTC and DBTCA’s supplemental motion for summary judgment, granted inpart DBNTC and DBTCA’s initial motion for summary judgment, and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, all of plaintiffs’ claims were dismissed with prejudice.

On November 30, 2017, DBTCA was added as a defendant to acase brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previouslyalleged incorrectly that DBNTC served as trustee for all 50 of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves astrustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for theother 49 trusts at issue.  Commerzbank’s second amended complaint bringsclaims for violation of the TIA; breach of contract; breach of fiduciary duty;negligence; violation of the Streit Act; and breach of the covenant of goodfaith.  However, in the second amended complaint, Commerzbank acknowledgesthat, before DBTCA was added to the case, the court dismissed Commerzbank’s TIAclaims for the trusts governed by pooling and servicing agreements, as well asits Streit Act claims and claims for breach of the covenant of good faith, andCommerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank tosuffer “hundreds of millions of dollars in losses,” but the complaint does notinclude a demand for money damages in a sum certain.  On January 29, 2018,DBNTC and DBTCA filed an answer to the second amended complaint.  OnDecember 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Lightplaintiffs, filed a motion for partial summary judgment.  On February 8,2022, the court issued an order in which it granted in part DBNTC and DBTCA’smotion for summary judgment and denied plaintiffs’ motion for partial summaryjudgment.  As a result of that order, many of plaintiffs’ claims andtheories were dismissed with prejudice.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investorin 37 RMBS trusts, filed a summons with notice in the Supreme Court of theState of New York, New York County, against DBNTC and DBTCA as trustees of thetrusts.  On May 27, 2016, IKB served its complaint asserting claims forbreach of contract, breach of fiduciary duty, breach of duty to avoid conflictsof interest, violation of the Streit Act, violation of the TIA, violation ofRegulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million indamages.  On October 5, 2016, DBNTC and DBTCA, together with several othertrustees defending lawsuits by IKB, filed a joint motion to dismiss.  OnJanuary 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice allclaims as to seven trusts.  On January 27, 2021, the court granted in partand denied in part DBNTC and DBTCA’s motion to dismiss.  The court grantedthe motion to dismiss with respect to IKB’s claims for violations of the StreitAct, Regulation AB, and Section 9 of the Uniform Commercial Code, as well ascertain aspects of IKB’s claims for breach of contract, breach of fiduciaryduty, and violation of the TIA.  The court denied the remainder of themotion to dismiss.  IKB’s remaining claims for breach of contract, breachof fiduciary duty, breach of duty to avoid conflicts of interest, and violationof the TIA will proceed.  On May 10, 2021, DBNTC and DBTCA filed a noticeof appeal with the New York Supreme Court Appellate Division, First Department,regarding certain aspects of the court’s order on the motion to dismiss. That appeal has been fully briefed.  On May 20, 2021, IKB filed a noticeof cross appeal with respect to other aspects of that order.  That appealis being briefed.  On June 2, 2021, IKB filed a motion for re-argumentregarding certain aspects of the court’s order on the motion to dismiss, whichthe court denied on August 3, 2021.  On May 13, 2021, DBNTC and DBTCAfiled an answer to the complaint.  On October 28, 2021, the parties fileda stipulation, voluntarily dismissing with prejudice all claims as to sevenadditional trusts.  On December 29, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to one additionaltrust.  Discovery is ongoing.

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed inthe foregoing paragraphs) that would materially affect its ability to performits duties under the related servicing agreement for this transaction.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and otherlegal proceedings as part of its duties as a special servicer (e.g.,enforcement of loan obligations) and/or arising in the ordinary course ofbusiness.  Other than as set forth in the following paragraphs, there arecurrently no legal proceedings pending, and no legal proceedings known to becontemplated by governmental authorities, against CWCAM or of which any of itsproperty is the subject, that are material to the certificateholders.

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to theproper allocation of certain proceeds (“Disputed Proceeds”) received byCWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  OnOctober 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion tohear CWCAM’s request for reconsideration of the motion to dismiss.  OnMarch 14, 2017, the Federal Court reserved the determination on the motion tohear CWCAM’s request for reconsideration of the motion to dismiss, denied themotion to remand the matter to state court and granted the motion to transferthe proceeding to the SDNY Court.  Cross motions for judgment on thepleadings were filed but the SDNY Court was unable to decide the case based onthe pleadings and the SDNY Court ordered discovery.  All fact discoverywas completed in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’s petition,namely, that the funds in dispute constitute penalty interest and yieldmaintenance, not gain-on-sale proceeds, and that the amount of penalty interestand yield maintenance was correctly calculated. An appeal of the SDNY Court’sdecision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,the Original Complaint was dismissed for lack of subject matterjurisdiction.   On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”).  Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York.  Intotal there are 16 counts pled in the New Complaint. Of those 16 counts, 5claims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment, 1 count seeks a declaratory judgementthat the plaintiff has the right to enforce the contracts in question and 1count seeks an injunction requiring the defendants to recognize the plaintiffas the directing holder for the trusts in question. On January 11, 2019, theplaintiff dismissed with prejudice the declaratory judgment and injunctioncounts.  The New Complaint and related summons was not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety. On August 20, 2019, the court entered an ordergranting defendants’ motion almost in its entirety, dismissing 11 of the 16counts and partially dismissing 2 additional counts.  Of the remainingcounts, 2 are asserted against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment.  On September 19, 2019, CWCapitalCobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019dismissal order and on September 26, 2019, filed an amended complaint againstCWCI and CWCAM attempting to address deficiencies relating to certain of theclaims dismissed by the August, 20, 2019 order.  CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019.  The courtheard argument on the Motion to Dismiss the amended complaint on January 22,2020 and on October 23, 2020, the court granted the motion dismissing theamended claims.  On November 30, 2020, CWCapital Cobalt Vr Ltd filed anotice of appeal relating to the October 23, 2020 dismissal order.  OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI.  CWCI has sought leave to file an appeal of thedecision.  Both requests for leave were denied by the First Department. The plaintiff has also sought leave to appeal the dismissal of the claimsagainst CWCAM.  CWCAM believes that it has performed its obligations underthe related pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.  

On January 24, 2016 PSW NYC LLC commenced a complaint (the“PSW Complaint”) with the Supreme Court of the State of New York, County of NewYork (the “PSW Court”) against Bank of America, N.A. as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank NationalAssociation as trustee under the pooling and servicing agreements for WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “PSWTrusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individuallyand as special servicer for the PSW Trusts (collectively, the “Defendants”)seeking either (a) damages in an amount to be determined by the PSW Court butalleged by the plaintiffs to be approximately $500,000,000 – such amount beingthe amount PSW NYC LLC alleges would have been recovered on certain mezzanineloans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village andStuyvesant Town property (the “PCVST Property”) in New York City which PSW NYCLLC sold to an entity related to the Defendants pursuant to a settlementagreement related to certain prior litigation (the “2010 Settlement Agreement”)or (b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM on behalf of itself and the other Defendantsfiled a motion to dismiss the PSW Complaint (the “CWCAM Motion to Dismiss”). OnApril 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismiss and cross-movedfor a partial summary judgment on liability regarding allegations of breach ofthe 2010 Settlement Agreement (the “PSW Cross-Motion”). On May 5, 2016, theDefendants subsequently filed its reply and opposition to the PSW Cross-Motion.On August 23, 2016, oral arguments were provided to the PSW Court regarding thePSW Complaint, the CWCAM Motion to Dismiss and the PSW Cross-Motion and the PSWCourt took such arguments under advisement. On October 31, 2016, the PSW Courtissued an order granting the CWCAM Motion to Dismiss, denying the PSWCross-Motion and dismissing the PSW Complaint with prejudice. Subsequently, PSWNYC LLC filed a notice of appeal relating to such order. On February 21, 2017,PSW NYC LLC filed its appeal and supporting brief arguing that the PSW Courterred by finding no breach of the assignment agreement and no fraudulent inducement.Oral argument was heard on May 4, 2017 at which point the court took thearguments under advisement. On May 25, 2017, the New York 1stDepartment appellate court affirmed the dismissal of all PSW claims and denieda request for leave to appeal to the New York Court of Appeals on September 12,2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating thatthe RAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)stating that the claims in the RAIT Complaint were properly stated.  OnJune 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and inresponse to the Opposition, stating that each of CWCAM’s arguments is supportedby the express language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term ofthe 2016 Settlement by August 25, 2017 (or such later date agreed to by theparties), the RAIT Preferred Funding litigation will be dismissed, withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAITAmended Complaint”), which omits its original claims, adds Wells Fargo Bankas a defendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAIT PreferredFunding is entitled to recover the full $18,500,000 principal amount of the BNote, (d) punitive damages against CWCAM, and (e) other things.  OnOctober 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint (“CWCAMMotion to Dismiss Amended Complaint”) stating that the RAIT AmendedComplaint did not state a claim and the essential facts of the RAIT AmendedComplaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but for breachof contract and discovery has commenced.  CWCAM filed a Motion for SummaryJudgement on March 18, 2019.   This matter was settled and the casedismissed on May 15, 2019.  

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on July 31, 2015 pursuant to Rule 424(b)(5).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Oto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Selig Office Portfolio MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the CGCMT 2015-GC29 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the CGCMT 2015-GC29 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theCGCMT 2015-GC29 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Alderwood Mall Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the MSCCG 2015-ALDR Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the MSCCG 2015-ALDR Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSCCG 2015-ALDRTransaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Dallas Market Center MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the GSMS 2015-GC30 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the GSMS 2015-GC30 Transaction incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the GSMS2015-GC30 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Kaiser Center Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the CGCMT 2015-P1 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the CGCMT 2015-P1 Transaction incorporated by referenceas Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the CGCMT 2015-P1Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of July 1,2015, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicer,CWCapital Asset Management LLC, as Special Servicer, Park Bridge LenderServices LLC, as Operating Advisor, Wells Fargo Bank, National Association, asCertificate Administrator and Wells Fargo Bank, National Association, asTrustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on July 31, 2015 under Commission File No. 333-191331-09 and incorporatedby reference herein).

4.2          Pooling and Servicing Agreement, dated as of April 1,2015, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, Midland Loan Services, a Division of PNC Bank, National Association,as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Citibank, N.A.,as Certificate Administrator and Deutsche Bank Trust Company Americas, asTrustee (filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-Kfiled on July 31, 2015 under Commission File No. 333-191331-09 and incorporatedby reference herein).

4.3          Trust and Servicing Agreement, dated as of May 5, 2015,by and among Morgan Stanley Capital I Inc., as Depositor, KeyBank NationalAssociation, as Servicer and Special Servicer and Wells Fargo Bank, NationalAssociation, as Certificate Administrator and Trustee (filed as Exhibit 4.4 tothe registrant’s Current Report on Form 8-K filed on July 31, 2015 underCommission File No. 333-191331-09 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of May 1, 2015,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, U.S. BankNational Association, as Certificate Administrator and U.S. Bank NationalAssociation, as Trustee (filed as Exhibit 4.2 to the registrant’s CurrentReport on Form 8-K filed on July 31, 2015 under Commission File No.333-191331-09 and incorporated by reference herein).

4.5          Pooling and Servicing Agreement, dated as of August 1,2015, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor,Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust CompanyAmericas, as Trustee and Wells Fargo Bank, National Association, as Custodian(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed onFebruary 24, 2016 under Commission File No. 333-191331-09 and incorporated byreference herein).

4.6          Co-Lender Agreement, dated as of July 8, 2015, by andbetween Citigroup Global Markets Realty Corp., as Initial Note A-1 Holder, andCitigroup Global Markets Realty Corp., as Initial Note A-2 Holder (filed asExhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February24, 2016 under Commission File No. 333-191331-09 and incorporated by referenceherein).

10.1         Mortgage Loan Purchase Agreement, dated as of July 1,2015, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-Kfiled on July 31, 2015 under Commission File No. 333-191331-09 and incorporatedby reference herein).

10.2         Mortgage Loan Purchase Agreement, dated as of July 1,2015, between GS Mortgage Securities Corporation II and Citigroup GlobalMarkets Realty Corp. (filed as Exhibit 10.2 to the registrant’s Current Reporton Form 8-K filed on July 31, 2015 under Commission File No. 333-191331-09 andincorporated by reference herein).

10.3         Mortgage Loan Purchase Agreement, dated as of July 1,2015, between GS Mortgage Securities Corporation II and Cantor Commercial RealEstate Lending, L.P. (filed as Exhibit 10.4 to the registrant’s Current Reporton Form 8-K filed on July 31, 2015 under Commission File No. 333-191331-09 andincorporated by reference herein).

10.4         Mortgage Loan Purchase Agreement, dated as of July 1,2015, between GS Mortgage Securities Corporation II and Starwood MortgageFunding I LLC (filed as Exhibit 10.3 to the registrant’s Current Report on Form8-K filed on July 31, 2015 under Commission File No. 333-191331-09 andincorporated by reference herein).

10.5         Mortgage Loan Purchase Agreement, dated as of July 1,2015, between GS Mortgage Securities Corporation II and MC-Five Mile CommercialMortgage Finance LLC (filed as Exhibit 10.5 to the registrant’s Current Reporton Form 8-K filed on July 31, 2015 under Commission File No. 333-191331-09 andincorporated by reference herein).

31           Rule 13a-14(d)/15d-14(d) Certifications.

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

33.2        CWCapital Asset Management LLC, as Special Servicer

33.3        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

33.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 33.1)

33.9        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 33.1)

33.10      Deutsche Bank Trust Company Americas, as Trustee and Custodian of the SeligOffice Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.11      Situs Holdings, LLC, as Operating Advisor of the Selig Office PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.12      KeyBank National Association, as Primary Servicer of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

33.13      KeyBank National Association, as Special Servicer of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

33.14      Wells Fargo Bank, National Association, as Trustee of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

33.15      Wells Fargo Bank, National Association, asCustodian of the Alderwood Mall Mortgage Loan (see Exhibit 33.4)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

33.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Dallas Market Center MortgageLoan (see Exhibit 33.1)

33.18      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the Dallas Market Center Mortgage Loan (seeExhibit 33.1)

33.19      U.S. Bank National Association, as Trustee andCustodian of the Dallas Market Center Mortgage Loan

33.20      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Operating Advisor of the Dallas Market CenterMortgage Loan

33.21      Wells Fargo Bank, National Association, as PrimaryServicer of the Kaiser Center Mortgage Loan

33.22      LNR Partners, LLC, as Special Servicer of theKaiser Center Mortgage Loan

33.23      Deutsche Bank Trust Company Americas, as Trustee of the Kaiser Center MortgageLoan (Omitted. See Explanatory Notes.)

33.24      Wells Fargo Bank, National Association, asCustodian of the Kaiser Center Mortgage Loan (see Exhibit 33.4)

33.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the Kaiser Center Mortgage Loan (see Exhibit 33.5)

33.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Kaiser Center Mortgage Loan

33.27      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

34.2        CWCapital Asset Management LLC, as Special Servicer

34.3        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

34.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 34.1)

34.9        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 34.1)

34.10      Deutsche Bank Trust Company Americas, as Trustee and Custodian of the SeligOffice Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.11      Situs Holdings, LLC, as Operating Advisor of the Selig Office PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.12      KeyBank National Association, as Primary Servicer of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

34.13      KeyBank National Association, as Special Servicer of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

34.14      Wells Fargo Bank, National Association, as Trustee of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

34.15      Wells Fargo Bank, National Association, asCustodian of the Alderwood Mall Mortgage Loan (see Exhibit 34.4)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

34.17      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Dallas Market Center Mortgage Loan (seeExhibit 34.1)

34.18      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the Dallas Market Center Mortgage Loan (seeExhibit 34.1)

34.19      U.S. Bank National Association, as Trustee andCustodian of the Dallas Market Center Mortgage Loan

34.20      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Operating Advisor of the Dallas Market CenterMortgage Loan

34.21      Wells Fargo Bank, National Association, as PrimaryServicer of the Kaiser Center Mortgage Loan

34.22      LNR Partners, LLC, as Special Servicer of theKaiser Center Mortgage Loan

34.23      Deutsche Bank Trust Company Americas, as Trustee of the Kaiser Center MortgageLoan (Omitted. See Explanatory Notes.)

34.24      Wells Fargo Bank, National Association, asCustodian of the Kaiser Center Mortgage Loan (see Exhibit 34.4)

34.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the Kaiser Center Mortgage Loan (see Exhibit 34.5)

34.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Kaiser Center Mortgage Loan

34.27      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

35.2        CWCapital Asset Management LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on and afterNovember 1, 2021

35.5        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 35.1)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Selig Office PortfolioMortgage Loan (see Exhibit 35.1)

35.7        KeyBank National Association, as Primary Servicer of the Alderwood Mall MortgageLoan (Omitted. See Explanatory Notes.)

35.8        KeyBank National Association, as Special Servicer of the Alderwood MallMortgage Loan (Omitted. See Explanatory Notes.)

35.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Dallas Market Center MortgageLoan (see Exhibit 35.1)

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Dallas Market Center MortgageLoan (see Exhibit 35.1)

35.11      Wells Fargo Bank, National Association, as PrimaryServicer of the Kaiser Center Mortgage Loan

35.12      LNR Partners, LLC, as Special Servicer of theKaiser Center Mortgage Loan

(b)          The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation S-K are listed above.

(c)           Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 10, 2022