**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, 2022or**

**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: 333-191331-04**

**Central Index Key Number of the issuing entity:0001607865**

**GS Mortgage Securities Trust2014-GC22**

**(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)**

** **

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

**the issuing entity)** | **38-3932228**

**38-3932229**

**38-3932238**

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

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

**c/o Computershare Trust Company, National Association, as agent for**

**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 every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

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 if asmaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growth company                    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

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). 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 Selig Portfolio Mortgage Loan, whichconstituted approximately 10.4% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the Selig Portfolio Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the Selig Portfolio Mortgage Loan, is being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 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 Maine Mall Mortgage Loan, which constitutedapproximately 11.4% of the asset pool of the issuing entity as of its cut-offdate.  The Maine Mall Mortgage Loan is an asset of the issuing entity andis part of a loan combination that includes the Maine Mall Mortgage Loan andone other *pari passu* loan, which is not an asset of the issuing entity.The other *pari passu* portion of the loan combination was securitized in theCitigroup Commercial Mortgage Trust 2014-GC21 transaction, Commission FileNumber 333-189017-04 (the “CGCMT 2014-GC21 Transaction”). This loancombination, including the Maine Mall Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the CGCMT2014-GC21 Transaction, which is incorporated by reference as Exhibit 4.2 tothis 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.

Deutsche Bank Trust CompanyAmericas acts as trustee of  the mortgage loans serviced under the Poolingand Servicing Agreement.  Pursuant to the Pooling and Servicing Agreement,the trustee 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 mortgage loans servicedunder the Pooling and Servicing Agreement have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

U.S. Bank National Associationacts as trustee of the Maine Mall Mortgage Loan.  Pursuant to the poolingand servicing agreement for the CGCMT 2014-GC21 Transaction, the trustee isrequired to provide an assessment of compliance with applicable servicingcriteria 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 party includedItem 1122(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 Maine Mall Mortgage Loan havedelivered 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 master servicer under the Pooling and ServicingAgreement and the primary servicer of the Maine Mall Mortgage Loan to remit taxpayments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity 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.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessment of compliance withapplicable servicing criteria, accountants’ attestation report and servicercompliance statement of the certificate administrator of the Maine MallMortgage Loan is 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 it isnot a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation 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.**

[Reserved].

**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.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

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 Accountant Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

The Maine Mall Mortgage Loan(Control Number 1 on Annex A of the prospectus supplement of the registrantrelating to the issuing entity filed on June 24, 2014 pursuant to Rule424(b)(5)) constitutes a significant obligor within the meaning of Item1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. Inaccordance with Item 1112(b) of Regulation AB, the most recent unaudited net operatingincome of the significant obligor was $16,442,720.74 for the twelve-monthperiod ended December 31, 2022.

The Selig Portfolio Mortgage Loan(Control Number 2 on Annex A of the prospectus supplement of the registrantrelating to the issuing entity filed on June 24, 2014 pursuant to Rule424(b)(5)) constitutes a significant obligor within the meaning of Item1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. Inaccordance with Item 1112(b) of Regulation AB, the most recent unaudited netoperating income of the significant obligor was $18,014,311.18 for thetwelve-month period ended December 31, 2022.

**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 nomaterial pending legal proceeding involving the trust or any party related tothe trust, other than routine litigation incidental to the duties of thoserespective parties, and the following, with respect to Deutsche Bank TrustCompany Americas, as Trustee, U.S. Bank National Association, as Trustee,Certificate Administrator and Custodian, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and Custodian, and CWCapital AssetManagement LLC, as Special Servicer.

Deutsche Bank Trust Company Americas(“DBTCA”) and Deutsche 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 funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., andothers, filed an action against DBNTC and DBTCA in New York State Supreme Courtalleging that DBNTC and DBTCA failed to perform purported duties, as trusteesfor 544 private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from NewYork State Supreme Court and refiled two separate cases, one in the U.S.District Court for the Southern District of New York (the “*BlackRock*SDNYCase”) and the other in the Superior Court of California, Orange County (the “*BlackRock*California Case”).  Pursuant to a settlement among the parties, the *BlackRock*SDNY Case was dismissed on December 6, 2018, and the *BlackRock*CaliforniaCase was dismissed on January 11, 2019.

 

On September 27, 2017, DBTCA was addedas a defendant to a case brought by certain special purpose entities includingPhoenix Light SF Limited in the U.S. District Court for the Southern Districtof New York, in which the plaintiffs previously alleged incorrectly that DBNTCserved as trustee for all 43 of the trusts at issue.  On September 27,2017, plaintiffs filed a third amended complaint that names DBTCA as adefendant in addition to DBNTC.  DBTCA serves as trustee for one of the 43trusts at issue.  DBNTC serves as trustee for the other 42 trusts atissue.  Plaintiffs’ third amended complaint brings claims for violation ofthe 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 March 10,2022, plaintiffs filed a notice of appeal to the United States Court of Appealsfor the Second Circuit with respect to the court’s orders on the motions todismiss and for summary judgment.

 

On November 30, 2017, DBTCA was addedas a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S.District Court for the Southern District of New York, in which Commerzbankpreviously alleged incorrectly that DBNTC served as trustee for all 50 of thetrusts at issue.  On November 30, 2017, Commerzbank filed a second amendedcomplaint that names DBTCA as a defendant in addition to DBNTC.  DBTCAserves as trustee for 1 of the 50 trusts at issue.  DBNTC serves astrustee for the other 49 trusts at issue.  Commerzbank’s second amendedcomplaint brings claims for violation of the TIA; breach of contract; breach offiduciary duty; negligence; violation of the Streit Act; and breach of thecovenant of good faith.  However, in the second amended complaint,Commerzbank acknowledges that, before DBTCA was added to the case, the courtdismissed Commerzbank’s TIA claims for the trusts governed by pooling andservicing agreements, as well as its Streit Act claims and claims for breach ofthe covenant of good faith, and Commerzbank only includes these claims topreserve any rights on appeal.  The second amended complaint alleges thatDBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollarsin losses,” but the complaint does not include a demand for money damages in asum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to thesecond amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, Commerzbank,jointly with the *Phoenix Light*plaintiffs, filed a motion for partialsummary judgment.  On February 8, 2022, the courtissued an order in which it granted in part DBNTC and DBTCA’s motion forsummary judgment and denied plaintiffs’ motion for partial summaryjudgment.  As a result of that order, many of plaintiffs’ claims and theorieswere dismissed with prejudice.  Discovery is ongoing.

 

On December 30, 2015, IKBInternational, S.A. in Liquidation and IKB Deutsche Industriebank A.G.(collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons withnotice in the Supreme Court of the State of New York, New York County, againstDBNTC and DBTCA as trustees of the trusts.  On May 27, 2016, IKB servedits complaint asserting claims for breach of contract, breach of fiduciaryduty, breach of duty to avoid conflicts of interest, violation of the StreitAct, violation of the TIA, violation of Regulation AB, and violation of Section9 of the Uniform Commercial Code.  IKB alleges that DBNTC and DBTCA areliable for over U.S. $268 million in damages.  On October 5, 2016, DBNTCand DBTCA, together with several other trustees defending lawsuits by IKB,filed a joint motion to dismiss.  On January 6, 2017 and June 20, 2017,IKB voluntarily dismissed with prejudice all claims as to seven trusts.  On January 27, 2021, the court granted in part and deniedin part DBNTC and DBTCA’s motion to dismiss.  The court granted the motionto dismiss with respect to IKB’s claims for violations of the Streit Act,Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certainaspects of IKB’s claims for breach of contract, breach of fiduciary duty, andviolation of the TIA.  The court denied the remainder of the motion todismiss.  IKB’s remaining claims for breachof contract, breach of fiduciary duty, breach of duty to avoid conflicts ofinterest, and violation of the TIA will proceed.  On May 10, 2021, DBNTC and DBTCA filed a notice of appealwith the New York Supreme Court Appellate Division, First Department, regardingcertain aspects of the court’s order on the motion to dismiss.  On May 20,2021, IKB filed a notice of cross appeal with respect to other aspects of thatorder.  On August 30, 2022, the New York Supreme Court, AppellateDivision, First Department affirmed in part and reversed in part the court’sorder on the motion to dismiss.  On November 10, 2022, the FirstDepartment granted DBNTC and DBTCA’s motion for leave to appeal to the Court ofAppeals, and denied IKB’s separate motion for reargument and leave toappeal.  On June 2, 2021, IKB filed a motion for re-argument regardingcertain aspects of the court’s order on the motionto dismiss, which the court denied on August 3, 2021.  On May 13,2021, DBNTC and DBTCA filed an answer to the complaint.  On October 28,2021, the parties filed a stipulation, voluntarily dismissing with prejudiceall claims as to seven additional trusts.  OnDecember 29, 2021, the parties filed a stipulation, voluntarily dismissing withprejudice all claims as to one additional trust.  On April 22, 2022,the parties filed a stipulation, voluntarily dismissing with prejudice allclaims as to 17 certificates at issue (including all claims as to 5 trusts),leaving 17 trusts at issue.  Discovery is ongoing.

It is DBTCA’s belief that it has nopending legal proceedings (including, based on DBTCA’s present evaluation, thelitigation disclosed in the foregoing paragraphs) that would materially affectits ability to perform its duties under the related servicing agreement.

In the last several years, U.S. BankNational Association (“U.S. Bank”) and other large financial institutions havebeen sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts.  Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts.  Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.  

U.S. Bank denies liability and believes that it has performedits obligations under the RMBS trusts in good faith, that its actions were notthe cause of losses to investors, that it has meritorious defenses, and it hascontested 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 Collegiate StudentLoan 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 amendedon June 15, 2018, alleged that the DSTs have been harmed as a result ofpurported misconduct or omissions by the defendants concerning administrationof the trusts and special servicing of the Student Loans.  Since thefiling 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 believes that it has performed its obligations asindenture trustee and special servicer in good faith and in compliance in allmaterial respects with the terms of the agreements governing the DSTs (the“Governing Agreements”), and accordingly that the claims against it in theNCMSLT Action are without merit.  

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 are litigated. On November 7, 2018, the Court ruled that the case should be stayed in itsentirety pending resolution of the first-filed cases.  On January 21,2020, the Court entered an order consolidating for pretrial purposes the NCMSLTAction and three other lawsuits pending in the Delaware Court of Chanceryconcerning the DSTs and the Student Loans (the “Consolidated Action”). U.S. Bank and other parties to the Consolidated Action have briefed and arguedmotions for judgment on the pleadings pursuant to Chancery Court Rule 12(c)regarding disputed issues of contractual interpretation at issue in one or moreof the cases comprising the Consolidated Action, including the NCMSLTAction.  The Court has not yet ruled on these motions or on U.S. Bank’sdismissal motion in the NCMSLT Action.

In December 2014, Phoenix Light SFLimited (Phoenix Light) and certain related entities filed a complaint in theUnited States District Court for the Southern District of New York allegingclaims against Wells Fargo Bank, N.A., in its capacity as trustee for a numberof residential mortgage-backed securities (RMBS) trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,as trustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, notify investors of alleged events of default,and abide by appropriate standards of care following alleged events of default.In July 2022, the district court dismissed Phoenix Light’s claims and certainof the claims asserted by Commerzbank AG, and subsequently entered judgment ineach case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. The Company previously settled twoclass actions filed by institutional investors and an action filed by theNational Credit Union Administration with similar allegations. In addition,Park Royal I LLC and Park Royal II LLC have filed substantially similarlawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation.

From time to time,CWCapital Asset Management LLC, a Delaware limited liability company (“CWCAM”),is a party to lawsuits and other legal proceedings as part of its duties as aspecial servicer (e.g., enforcement of loan obligations) and/or arising in theordinary course of business. Other than as set forth in the followingparagraphs, there are currently no legal proceedings pending, and no legalproceedings known to be contemplated by governmental authorities, against CWCAMor of which any of its property is the subject, that are material to thecertificateholders. 

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 the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState 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”).  On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss.  On March 14, 2017, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed in December,2018 and expert discovery was completed on March 15, 2019.  The partiessubmitted cross motions for summary judgment, and on March 19, 2020, the SDNYCourt entered an opinion and order in which it granted summary judgment inCWCAM’s favor and held that CWCAM was entitled to the entire amount of penaltyinterest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issuepresented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

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 the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt 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 abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additional counts. Of the remaining counts, 2 are asserted against CWCAM for aiding andabetting breach of fiduciary duty and unjust enrichment.  On September 19,2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August20, 2019 dismissal order and on September 26, 2019, filed an amended complaintagainst CWCI and CWCAM attempting to address deficiencies relating to certainof the claims dismissed by the August 20, 2019 order.  CWCI and CWCAMfiled its Motion to Dismiss the amended complaint on October 28, 2019. The court heard argument on the Motion to Dismiss the amended complaint onJanuary 22, 2020 and on October 23, 2020, the court granted the motion dismissingthe amended 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 sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM.  Both requests for leave were denied by the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to renew its motion to dismissas to 4 of the remaining counts (including the remaining two counts againstCWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment),based on a decision entered by Judge Failla in a trust instructionproceeding  in the US District Court for the Southern District of New Yorkawarding summary judgment in favor of CWCAM.  On September 7, 2021, thecourt denied the motion to renew.  CWCI and CWCAM filed a notice ofappeal, which they perfected by the filing of their opening brief on July 1,2022.  On November 15, 2022, the First Department affirmed the court’sdenial of the motion to renew.  On October 1, 2021, CWCI and CWCAM movedto reargue the denial of the motion to renew (or alternatively, the motion todismiss) with respect to certain of Cobalt’s claims, including the remaining 2claims against CWCAM, based on the First Department’s April 27, 2021decision.  On March 24, 2022, the court denied the relief sought in themotion to reargue.  CWCI and CWCAM have appealed the court’s decision onthe motion to reargue and filed their opening brief on July 11, 2022.  Theappeal was dismissed as being non-appealable on August 30, 2022.  CWCAMbelieves that it has performed its obligations under the related pooling andservicing agreements in good faith and the remaining allegations in the NewComplaint are without merit.   

**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 June 24, 2014 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 Maine Mall Mortgage Loan, whichis being serviced and administered pursuant to the pooling and servicingagreement for the CGCMT 2014-GC21 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the CGCMT 2014-GC21 Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the CGCMT2014-GC21 Transaction responsible for each applicable servicing criteria setforth in Item 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. Exhibit and 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 June 1,2014, by and among GS Mortgage Securities Corporation II, as Depositor, WellsFargo Bank, National Association, as Master Servicer, CWCapital AssetManagement LLC, as Special Servicer, Pentalpha Surveillance LLC, as OperatingAdvisor, Wells Fargo Bank, National Association, as Certificate Administratorand Deutsche Bank Trust Company Americas, as Trustee (filed as Exhibit 4.1 tothe registrant’s Current Report on Form 8-K filed on June 24, 2014 underCommission File No. 333-191331-04 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of May 1, 2014,by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, WellsFargo Bank, National Association, as Master Servicer, LNR Partners, LLC, asSpecial Servicer, Park Bridge Lender Services LLC, as Operating Advisor, andU.S. Bank National Association, as Certificate Administrator and Trustee (filedas Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on June 24,2014 under Commission File No. 333-191331-04 and incorporated by referenceherein).

10.1         Mortgage Loan Purchase Agreement, dated as of June 1,2014, 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 June 24, 2014 under Commission File No. 333-191331-04 and incorporatedby reference herein)

10.2         Mortgage Loan Purchase Agreement, dated as of June 1,2014, 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 June 24, 2014 under Commission File No. 333-191331-04 andincorporated by reference herein)

10.3         Mortgage Loan Purchase Agreement, dated as of June 1,2014, 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 June 24, 2014 under Commission File No. 333-191331-04 andincorporated by reference herein)

10.4         Mortgage Loan Purchase Agreement, dated as of June 1,2014, 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 June 24, 2014 under Commission File No. 333-191331-04 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        Wells Fargo Bank, National Association, as MasterServicer

33.2        CWCapital Asset Management LLC, as Special Servicer

33.3        Deutsche Bank Trust Company Americas, as Trustee (Omitted. See ExplanatoryNotes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Selig Portfolio Mortgage Loan (see Exhibit 33.1)

33.11      CWCapital Asset Management LLC, as Special Servicerof the Selig Portfolio Mortgage Loan (see Exhibit 33.2)

33.12      Deutsche Bank Trust Company Americas, as Trustee of the Selig PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Selig Portfolio Mortgage Loan (see Exhibit 33.5)

33.14      Pentalpha Surveillance LLC, as Operating Advisor ofthe Selig Portfolio Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Selig Portfolio Mortgage Loan (see Exhibit 33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Maine Mall Mortgage Loan (see Exhibit 33.1)

33.18      LNR Partners, LLC, as Special Servicer of theMaine Mall Mortgage Loan

33.19      U.S. Bank National Association, as Trustee andCustodian of the Maine Mall Mortgage Loan

33.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Maine Mall Mortgage Loan

33.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Maine Mall Mortgage Loan (see Exhibit 33.7)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        CWCapital Asset Management LLC, as Special Servicer

34.3        Deutsche Bank Trust Company Americas, as Trustee (Omitted. See ExplanatoryNotes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Selig Portfolio Mortgage Loan (see Exhibit 34.1)

34.11      CWCapital Asset Management LLC, as Special Servicerof the Selig Portfolio Mortgage Loan (see Exhibit 34.2)

34.12      Deutsche Bank Trust Company Americas, as Trustee of the Selig PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Selig Portfolio Mortgage Loan (see Exhibit 34.5)

34.14      Pentalpha Surveillance LLC, as Operating Advisor ofthe Selig Portfolio Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Selig Portfolio Mortgage Loan (see Exhibit 34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Maine Mall Mortgage Loan (see Exhibit 34.1)

34.18      LNR Partners, LLC, as Special Servicer of theMaine Mall Mortgage Loan

34.19      U.S. Bank National Association, as Trustee andCustodian of the Maine Mall Mortgage Loan

34.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Maine Mall Mortgage Loan

34.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Maine Mall Mortgage Loan (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

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

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the Selig Portfolio Mortgage Loan (see Exhibit 35.1)

35.6        CWCapital Asset Management LLC, as Special Servicerof the Selig Portfolio Mortgage Loan (see Exhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Maine Mall Mortgage Loan (see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of the MaineMall Mortgage Loan

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation 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/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 27, 2023

** **