**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, 2018or**

**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 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 theAct:  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 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 ExchangeAct.                                            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 the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court.  o Yes 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.

 

 

The Selig Portfolio Mortgage Loan, which constitutedapproximately 10.4% of the asset pool of the issuing entity as of its cut-offdate, is an asset of the issuing entity and is part of a loan combination thatincludes the Selig Portfolio Mortgage Loan which is an asset of the issuingentity and one other *pari passu* loan, which is not an asset of theissuing entity. This loan combination, including the Selig Portfolio MortgageLoan, is being serviced and administered pursuant to the Pooling and ServicingAgreement, which is incorporated by reference as Exhibit 4.1 to this AnnualReport on Form 10-K. Wells Fargo Bank, National Association is the masterservicer under the Pooling and Servicing Agreement.  The responsibilitiesof Wells Fargo Bank, National Association, as primary servicer of the loancombination with respect to the issuing entity, are subsumed within itsresponsibilities as master servicer under the Pooling and ServicingAgreement.  Thus, the servicer compliance statement provided by WellsFargo Bank, National Association, as master servicer under the Pooling andServicing Agreement, encompasses its roles as both master servicer and primaryservicer with respect to the loan combination.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Newcastle Senior Housing Portfolio MortgageLoan, which constituted approximately 4.0% of the asset pool of the issuingentity as of its cut-off date.  The Newcastle Senior Housing PortfolioMortgage Loan is an asset of the issuing entity and is part of a loancombination that includes the Newcastle Senior Housing Portfolio Mortgage Loanand three other *pari passu* loans, which are not assets of the issuingentity. A *pari passu* portion of the loan combination was securitized inthe Citigroup Commercial Mortgage Trust 2014-GC19 transaction, Commission FileNumber 333-189017-03 (the “CGCMT 2014-GC19 Transaction”). This loancombination, including the Newcastle Senior Housing Portfolio Mortgage Loan, isbeing serviced and administered pursuant to the pooling and servicing agreementfor the CGCMT 2014-GC19 Transaction, which is incorporated by reference asExhibit 4.2 to this Annual Report on Form 10-K.  Wells Fargo Bank,National Association is the master servicer under the pooling and servicingagreement for the CGCMT 2014-GC19 Transaction.  The responsibilities ofWells Fargo Bank, National Association, as primary servicer of this loancombination with respect to the issuing entity, are subsumed within itsresponsibilities as master servicer under the pooling and servicing agreementfor the CGCMT 2014-GC19 Transaction.  Thus, the servicer compliancestatement provided by Wells Fargo Bank, National Association, as masterservicer under such pooling and servicing agreement, encompasses its roles asboth master servicer and primary servicer with respect to this loan combination.

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 inthe Citigroup 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 4.3 tothis Annual Report on Form 10-K.  Wells Fargo Bank, National Associationis the master servicer under the pooling and servicing agreement for the CGCMT2014-GC21 Transaction.  The responsibilities of Wells Fargo Bank, NationalAssociation, as primary servicer of this loan combination with respect to theissuing entity, are subsumed within its responsibilities as master servicerunder the pooling and servicing agreement for the CGCMT 2014-GC21Transaction.  Thus, the servicer compliance statement provided by WellsFargo Bank, National Association, as master servicer under such pooling and servicingagreement, encompasses its roles as both master servicer and primary servicerwith respect to this loan combination.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the Maine Mall Mortgage Loan and the Newcastle SeniorHousing Portfolio 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.

U.S. Bank National Association isthe certificate administrator of the Maine Mall Mortgage Loan and the NewcastleSenior Housing Portfolio Mortgage Loan. As a result, U.S. 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 loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby U.S. Bank National Association in the capacities described above are listedin the Exhibit Index.

U.S. Bank National Association is the trustee and custodianof the Maine Mall Mortgage Loan and the Newcastle Senior Housing PortfolioMortgage Loan.  As a result, U.S. Bank National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by U.S. Bank NationalAssociation in the capacities described above are listed in the Exhibit Index.

Deutsche Bank Trust CompanyAmericas acts as trustee of the mortgage loans serviced under the Pooling andServicing Agreement.  Pursuant to the Pooling and Servicing Agreement, 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 mortgage loans serviced underthe Pooling and Servicing Agreement have delivered one or more assessments ofcompliance with respect to Item 1122(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 Commercial Real EstateServices, Inc. and National Tax Search, LLC.  These entities were engagedby the master servicer under the Pooling and Servicing Agreement and theprimary servicer of the Maine Mall Mortgage Loan and the Newcastle SeniorHousing Portfolio Mortgage Loan to remit tax payments received from the escrowaccounts of borrowers to local taxing authorities, to report tax amounts due,to verify tax parcel information, and to verify non-escrow tax payments. Theseservicing functions are included within the servicing criteria set forth inItems 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore,under the principles-based definition of “servicer” set forth in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thesevendors are “servicers” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

With respect to the *pari passu*loan combination that includes the Newcastle Senior Housing Portfolio MortgageLoan, (i) the report on assessment of compliance with servicing criteria andattestation report on assessment of compliance with servicing criteria ofMidland Loan Services, a Division of PNC Bank, National Association as specialservicer of the Newcastle Senior Housing Portfolio Mortgage Loan and SitusHoldings, LLC as operating advisor of the Newcastle Senior Housing PortfolioMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required to be included on this Annual Report onForm 10-K per Instruction 3 to Item 1122 of Regulation AB because they areparties performing activities that address servicing criteria relating to 5% orless of the assets of the issuing entity; and (ii) the servicer compliancestatement of Midland Loan Services, a Division of PNC Bank, NationalAssociation as special servicer of the Newcastle Senior Housing PortfolioMortgage Loan, listed on the Exhibit Index is omitted from this Annual Reporton Form 10-K as it is not required by Item 1123 of Regulation AB to be includedon this Annual Report on Form 10-K because it is an unaffiliated party that 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.  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 Beneficial Ownersand 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.**

The Maine Mall Mortgage Loan (Control Number 1 on Annex A ofthe prospectus supplement of the registrant relating to the issuing entityfiled on June 24, 2014 pursuant to Rule 424(b)(5)) constitutes a significantobligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed inthe prospectus supplement. In accordance with Item 1112(b) of Regulation AB,the most recent unaudited net operating income of the significant obligor was$20,662,291 for the twelve- month period ended December 31, 2018.

The Selig Portfolio Mortgage Loan (Control Number 2 on AnnexA of the prospectus supplement of the registrant relating to the issuing entityfiled on June 24, 2014 pursuant to Rule 424(b)(5)) constitutes a significantobligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed inthe prospectus supplement. In accordance with Item 1112(b) of Regulation AB,the most recent unaudited net operating income of the significant obligor was$23,735,305 for the twelve- month period ended December 31, 2018.

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

No entity or group of affiliated entities provides any external credit enhancementor other support for the certificates within this transaction as describedunder 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 Deutsche Bank Trust Company Americas, as trustee,Wells Fargo Bank, National Association, as certificate administrator andcustodian and U.S. Bank National Association, as trustee, certificateadministrator and custodian:

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued by investorsin civil litigation concerning their role as trustees of certain 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 544private-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 amongthe parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and theBlackRock California Case was dismissed on 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 for summaryjudgment.  Also on December 7, 2018, plaintiffs, jointly with CommerzbankAG (see description of Commerzbank case below), filed a motion for partialsummary judgment.

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 December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as aninvestor in 37 RMBS trusts, filed a summons with notice in the Supreme Court ofthe State of New York, New York County, against DBNTC and DBTCA as trustees ofthe trusts.  On May 27, 2016, IKB served its complaint asserting claimsfor breach of contract, breach of fiduciary duty, breach of duty to avoidconflicts of interest, violation of the Streit Act, violation of the TIA,violation of Regulation AB, and violation of Section 9 of the UniformCommercial Code.  IKB alleges that DBNTC and DBTCA are liable for overU.S. $268 million in damages.  On October 5, 2016, DBNTC and DBTCA,together with several other trustees defending lawsuits by IKB, filed a jointmotion to dismiss.  On January 6, 2017 and June 20, 2017, IKB voluntarilydismissed with prejudice all claims as to seven trusts.  As of March 1,2019, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaitingdecision by the court.

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.

Since June 18, 2014, a group of institutional investors havefiled civil complaints in the Supreme Court of the State of New York, New YorkCounty, and later the U.S. District Court for the Southern District of New Yorkagainst Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity astrustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints against Wells Fargo Bank alleged that the trusteecaused losses to investors and asserted causes of action based upon, amongother things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. Wells Fargo Bank hasreached an agreement, in which it denies any wrongdoing, to resolve theseclaims on a classwide basis for the 271 RMBS trusts currently at issue. The settlement agreement is subject to court approval.  Separate lawsuitsagainst Wells Fargo Bank making similar allegations filed by certain other institutionalinvestors concerning 57 RMBS trusts in New York federal and state court are notcovered by the agreement.  With respect to the foregoing litigations,Wells Fargo Bank believes plaintiffs' claims are without merit and intends tocontest the claims vigorously, but there can be no assurances as to the outcomeof the litigations or the possible impact of the litigations on Wells FargoBank or the RMBS trusts.

Since 2014 various plaintiffs or groups of plaintiffs,primarily investors, have filed claims against U.S. Bank National Association(“U.S. Bank”), in its capacity as trustee or successor trustee (as thecase may be) under certain residential mortgage backed securities (“RMBS”)trusts.  The plaintiffs or plaintiff groups have filed substantially similarcomplaints against other RMBS trustees, including Deutsche Bank, Citibank,HSBC, Bank of New York Mellon and Wells Fargo.  The complaints againstU.S. Bank allege the trustee caused losses to investors as a result of allegedfailures by the sponsors, mortgage loan sellers and servicers for these RMBStrusts and assert causes of action based upon the trustee's purported failureto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties concerning loan quality.  The complaintsalso assert that the trustee failed to notify securityholders of purportedevents of default allegedly caused by breaches of servicing standards bymortgage loan servicers and that the trustee purportedly failed to abide by a heightenedstandard of care following alleged events of default.  

Currently U.S. Bank is a defendant in multiple actionsalleging individual or class action claims against the trustee with respect tomultiple trusts as described above.  Previously, U.S. Bank disclosed thatthe most substantial case was:  BlackRock Balanced Capital Portfolio et alv. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (classaction alleging claims with respect to approximately 770 trusts) and itscompanion case BlackRock Core Bond Portfolio et al v. U.S Bank NationalAssociation, No. 14-cv-9401 (S.D.N.Y.) (collectively, the “BlackRock cases”).U.S. Bank has entered into a settlement agreement that will resolve theBlackRock cases following approval of the dismissals by the applicablecourt.  Some of the trusts implicated in the aforementioned Blackrockcases, as well as other trusts, are involved in actions brought by separategroups of plaintiffs related to no more than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of thelitigation, or the possible impact of these litigations on the trustee or theRMBS trusts. However, U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in. good faith, that itsactions were not the cause of losses to investors and that it has meritoriousdefenses, and it intends to contest the plaintiffs’ claims vigorously.

**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 Newcastle Senior HousingPortfolio Mortgage Loan, which is being serviced and administered pursuant tothe pooling and servicing agreement for the CGCMT 2014-GC19 Transaction, areattached hereto under Item 15 to this Annual Report on Form 10-K. Attached as ExhibitO to the pooling and servicing agreement for the CGCMT 2014-GC19 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 2014-GC19 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 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 4.3 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).

The report on assessment of compliance with applicableservicing criteria furnished pursuant to Item 1122 of Regulation AB byCWCapital Asset Management LLC (“CWCAM”) discloses that a materialinstance of noncompliance occurred, as described below:

Material Instance of Noncompliance:

1122(d)(2)(vii): “Reconciliationsare prepared on a monthly basis for all asset-backed securities related bankaccounts, including custodial accounts and related bank clearing accounts.These reconciliations: (A) are mathematically accurate; (B) are prepared within30 calendar days after the bank statement cutoff date, or such other number ofdays specified in the transaction agreements; (C) are reviewed and approved bysomeone other than the person who prepared the reconciling items; and (D)contain explanations for reconciling items. These reconciling items areresolved within 90 calendar days of their original identification, or such othernumber of days specified in the transaction agreements.”

The instance of materialnoncompliance, for the reporting period included a failure to complete therequired bank reconciliations within 30 calendar days after the bank statementcutoff date.  In five of the twelve months related to the reportingperiod, the required reconciliations were not completed within the 30 calendardays requirement as follows: 

February 2018: bank reconciliationswere prepared on June 22, 2018

March 2018: bank reconciliationswere prepared on May 1, 2018

September 2018: bankreconciliations were prepared on November 6, 2018

November 2018: bank reconciliationswere prepared on February 19, 2019

December 2018: bank reconciliationswere prepared on February 6, 2019

The identified instances did notinvolve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

In response to the lack of adherenceto company policy and procedures, CWCAM’s Compliance Committee reviewed thereasons for noncompliance and added two additional procedures to supplement itsexisting procedures: 

1) theaccounting department has added the completion of bank account reconciliationswithin 30 calendar days to its monthly closing checklist, which is reviewed andsigned off by a CWCAM officer; and 

2) the Chief Financial Officer hasset up a monthly electronic reminder requiring that the completed bankreconciliations be forwarded to the CFO for an additional layer of review.

The report on assessment of compliance with applicableservicing criteria furnished pursuant to Item 1122 of Regulation AB by MidlandLoan Services, a Division of PNC Bank National Association discloses that amaterial instance of noncompliance occurred, as described below:

Material Instance of Noncompliance

In certain instances, the ScheduleAL Files (Item 1125 of Regulation AB) were not reported in accordance with theterms specified in the transaction agreements, in conflict with Item1122(d)(3)(i): “Reports to investors, including those to be filed with theCommission, are maintained in accordance with the transaction agreements andapplicable Commission requirements. Specifically, such reports: (A) Areprepared in accordance with timeframes and other terms set forth in thetransaction agreements”.  The noncompliance consisted of omitted orinaccurately reported numbers due to the following: (1) the initial setup filescontained information at the asset level, and Midland was required to manuallycompile the information to present it at the loan level as required by ScheduleAL; and (2) certain reporting requirements required manual processing byMidland, including the use of various data computation formulas, qualitycontrol checks and analysis.

The identified instances did notinvolve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

Midland is currently remediating theSchedule AL reporting for the CMBS transactions found to be incorrect, and willbe making improvements to its systems, processes and procedures to support itsSchedule AL reporting obligations.

Report on Assessment of Compliance with Applicable ServicingCriteria Not Included

For the reasons discussed in theExplanatory Notes above, Midland is not a party performing activities thataddress servicing criteria relating to 5% or more of the assets of the issuingentity.  Therefore, the report of assessment of compliance with applicableservicing criteria for Midland has not been included as an exhibit to thisAnnual Report on Form 10-K.

**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          Poolingand Servicing Agreement, dated as of June 1, 2014, by and among GS MortgageSecurities Corporation II, as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, CWCapital Asset Management LLC, as SpecialServicer, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,National Association, as Certificate Administrator and Deutsche Bank TrustCompany Americas, as Trustee (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on June 24, 2014 under Commission File No.333-191331-04 and incorporated by reference herein).

4.2          Poolingand Servicing Agreement, dated as of March 1, 2014, by and among CitigroupCommercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, Situs Holdings, LLC, as OperatingAdvisor and U.S. Bank National Association, as Certificate Administrator andTrustee (filed as Exhibit 4.2 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).

4.3          Poolingand Servicing Agreement, dated as of May 1, 2014, by and among CitigroupCommercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, LNR Partners, LLC, as Special Servicer, ParkBridge Lender Services LLC, as Operating Advisor, and U.S. Bank NationalAssociation, as Certificate Administrator and Trustee (filed as Exhibit 4.3 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).

10.1        MortgageLoan Purchase Agreement, dated as of June 1, 2014, between GS MortgageSecurities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit10.1 to the registrant’s Current Report on Form 8-K filed on June 24, 2014under Commission File No. 333-191331-04 and incorporated by reference herein)

10.2        MortgageLoan Purchase Agreement, dated as of June 1, 2014, between GS MortgageSecurities Corporation II and Citigroup Global Markets Realty Corp. (filed asExhibit 10.2 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)

10.3        MortgageLoan Purchase Agreement, dated as of June 1, 2014, between GS MortgageSecurities Corporation II and Cantor Commercial Real Estate Lending, L.P.(filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed onJune 24, 2014 under Commission File No. 333-191331-04 and incorporated byreference herein)

10.4        MortgageLoan Purchase Agreement, dated as of June 1, 2014, between GS MortgageSecurities Corporation II and Starwood Mortgage Funding I LLC (filed as Exhibit10.3 to the registrant’s Current Report on Form 8-K filed on June 24, 2014under Commission File No. 333-191331-04 and incorporated 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 Master Servicer

33.2        CWCapital AssetManagement LLC, as Special Servicer

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

33.4        Wells Fargo Bank,National Association, as Certificate Administrator

33.5        Wells Fargo Bank,National Association, as Custodian

33.6        Pentalpha SurveillanceLLC, as Operating Advisor

33.7        CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant

33.8        National Tax Search,LLC, as Servicing Function Participant

33.9        Wells Fargo Bank,National Association, as Primary Servicer of the Selig Portfolio Mortgage Loan(see Exhibit 33.1) 

33.10       CWCapital Asset ManagementLLC, as Special Servicer of the Selig Portfolio Mortgage Loan (see Exhibit33.2) 

33.11       Deutsche Bank Trust Company Americas, as Trustee of the SeligPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.12       Wells Fargo Bank, NationalAssociation, as Certificate Administrator of the Selig Portfolio Mortgage Loan(see Exhibit 33.4) 

33.13       Wells Fargo Bank, NationalAssociation, as Custodian of the Selig Portfolio Mortgage Loan (see Exhibit33.5) 

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

33.15       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Selig PortfolioMortgage Loan (see Exhibit 33.7) 

33.16       National Tax Search, LLC, as ServicingFunction Participant of the Selig Portfolio Mortgage Loan (see Exhibit 33.8) 

33.17       Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Newcastle Senior Housing PortfolioMortgage Loan (see Exhibit 33.1) 

33.18       Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the Newcastle Senior Housing PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.19       U.S. Bank NationalAssociation, as Trustee, Certificate Administrator and Custodian of theNewcastle Senior Housing Portfolio Mortgage Loan

33.20       Situs Holdings, LLC, as Operating Advisor of the NewcastleSenior Housing Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.21       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the NewcastleSenior Housing Portfolio Mortgage Loan (see Exhibit 33.7) 

33.22       National Tax Search, LLC, asServicing Function Participant of the Newcastle Senior Housing PortfolioMortgage Loan (see Exhibit 33.8) 

33.23       Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Maine Mall Mortgage Loan (see Exhibit33.1) 

33.24       LNR Partners, LLC, asSpecial Servicer of the Maine Mall Mortgage Loan

33.25       U.S. Bank National Association,as Trustee, Certificate Administrator and Custodian of the Maine Mall MortgageLoan (see Exhibit 33.19) 

33.26       Park Bridge Lender ServicesLLC, as Operating Advisor of the Maine Mall Mortgage Loan

33.27       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Maine MallMortgage Loan (see Exhibit 33.7) 

33.28       National Tax Search, LLC, as ServicingFunction Participant of the Maine Mall Mortgage Loan (see Exhibit 33.8) 

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

 

34.1        Wells Fargo Bank,National Association, as Master Servicer

34.2        CWCapital AssetManagement LLC, as Special Servicer

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

34.4        Wells Fargo Bank,National Association, as Certificate Administrator

34.5        Wells Fargo Bank,National Association, as Custodian

34.6        Pentalpha SurveillanceLLC, as Operating Advisor

34.7        CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant

34.8        National Tax Search,LLC, as Servicing Function Participant

34.9        Wells Fargo Bank,National Association, as Primary Servicer of the Selig Portfolio Mortgage Loan(see Exhibit 34.1) 

34.10       CWCapital Asset ManagementLLC, as Special Servicer of the Selig Portfolio Mortgage Loan (see Exhibit34.2) 

34.11       Deutsche Bank Trust Company Americas, as Trustee of the SeligPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.12       Wells Fargo Bank, NationalAssociation, as Certificate Administrator of the Selig Portfolio Mortgage Loan(see Exhibit 34.4) 

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

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

34.15       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Selig PortfolioMortgage Loan (see Exhibit 34.7) 

34.16       National Tax Search, LLC, asServicing Function Participant of the Selig Portfolio Mortgage Loan (seeExhibit 34.8) 

34.17       Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Newcastle Senior Housing PortfolioMortgage Loan (see Exhibit 34.1) 

34.18       Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the Newcastle Senior Housing PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.19       U.S. Bank NationalAssociation, as Trustee, Certificate Administrator and Custodian of theNewcastle Senior Housing Portfolio Mortgage Loan

34.20       Situs Holdings, LLC, as Operating Advisor of the NewcastleSenior Housing Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.21       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the NewcastleSenior Housing Portfolio Mortgage Loan (see Exhibit 34.7) 

34.22       National Tax Search, LLC, asServicing Function Participant of the Newcastle Senior Housing PortfolioMortgage Loan (see Exhibit 34.8) 

34.23       Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Maine Mall Mortgage Loan (see Exhibit34.1) 

34.24       LNR Partners, LLC, asSpecial Servicer of the Maine Mall Mortgage Loan

34.25       U.S. Bank National Association,as Trustee, Certificate Administrator and Custodian of the Maine Mall MortgageLoan (see Exhibit 34.19) 

34.26       Park Bridge Lender ServicesLLC, as Operating Advisor of the Maine Mall Mortgage Loan

34.27       CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Maine MallMortgage Loan (see Exhibit 34.7) 

34.28       National Tax Search, LLC, asServicing Function Participant of the Maine Mall Mortgage Loan (see Exhibit34.8) 

35           Servicer compliance statements.

 

35.1        Wells Fargo Bank,National Association, as Master Servicer

35.2        CWCapital AssetManagement LLC, as Special Servicer

35.3        Wells Fargo Bank,National Association, as Certificate Administrator

35.4        Wells Fargo Bank,National Association, as Primary Servicer of the Selig Portfolio Mortgage Loan(see Exhibit 35.1) 

35.5        CWCapital AssetManagement LLC, as Special Servicer of the Selig Portfolio Mortgage Loan (seeExhibit 35.2) 

35.6        Wells Fargo Bank,National Association, as Certificate Administrator of the Selig PortfolioMortgage Loan (see Exhibit 35.3) 

35.7        Wells Fargo Bank,National Association, as Primary Servicer of the Newcastle Senior HousingPortfolio Mortgage Loan

35.8        Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the Newcastle Senior Housing PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

35.9        U.S. Bank NationalAssociation, as Certificate Administrator of the Newcastle Senior HousingPortfolio Mortgage Loan

35.10       Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Maine Mall Mortgage Loan

35.11       LNR Partners, LLC, asSpecial Servicer of the Maine Mall Mortgage Loan

35.12      U.S. Bank NationalAssociation, as Certificate Administrator of the Maine Mall 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/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 25, 2019