**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, 2019or**

**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: 333-191331-05**

**Central Index Key Number of the issuing entity:0001617957**

**GS Mortgage Securities Trust2014-GC24**

**(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: 0001682511**

**Starwood Mortgage Funding I LLC**

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

** **

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

**Cantor Commercial Real Estate Lending,L.P.**

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

** **

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

**the issuing entity)** | **38-3939246**

**38-3939247**

**38-7120306**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

Indicate by check mark whether the registrant 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 Stamford Plaza Portfolio Mortgage Loan andthe Beverly Connection Mortgage Loan, which constituted approximately 13.0% and8.1%, respectively, of the asset pool of the issuing entity as of its cut-offdate, are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the Stamford Plaza PortfolioMortgage Loan which is an asset of the issuing entity and two other *paripassu* loans, which are not assets of the issuing entity and (b) withrespect to the Beverly Connection Mortgage Loan which is an asset of theissuing entity and two other *pari passu* loans and one subordinatecompanion loan, each of which are not assets of the issuing entity. These loancombinations, including the Stamford Plaza Portfolio Mortgage Loan and theBeverly Connection Mortgage Loan, are being serviced and administered pursuantto the Pooling and Servicing Agreement, which is incorporated by reference asExhibit 4 to this Annual Report on Form 10-K. 

Berkeley Point Capital LLC d/b/aNewmark Knight Frank is an affiliate of Cantor Commercial Real Estate LendingL.P., one of the sponsors.  Therefore, the Depositor included in thisAnnual Report on Form 10-K a servicer compliance statement for Berkeley PointCapital LLC d/b/a Newmark Knight Frank pursuant to Item 1123.  BecauseBerkeley Point Capital LLC d/b/a Newmark Knight Frank is servicing less than 5%of the pool assets, an assessment of compliance with applicable servicingcriteria and an accountants’ attestation report pursuant to Item 1122 ofRegulation AB are not required by Regulation AB.  As the attestation madein the servicer compliance statement required by Item 1123 relates to a reviewof the servicing activities of Berkeley Point Capital LLC d/b/a Newmark KnightFrank under the applicable servicing agreement, and that review was conductedin conjunction with the servicer’s preparation of its assessment of compliancewith applicable servicing criteria, that assessment of compliance withapplicable servicing criteria and the accompanying accountants’ attestationreport are included in this Annual Report on Form 10-K for the sake of completeness.

Wells Fargo Bank, NationalAssociation acts as trustee of the Stamford Plaza Portfolio Mortgage Loan andthe Beverly Connection Mortgage Loan.  Pursuant to the Pooling andServicing Agreement, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the Subject Transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Stamford Plaza Portfolio Mortgage Loan and the Beverly Connection MortgageLoan have delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

 

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

 

The Stamford Plaza Portfolio Mortgage Loan (Control Number 1on Annex A of the prospectus supplement of the registrant relating to theissuing entity filed on September 29, 2014 pursuant to Rule 424(b)(5))constitutes a significant obligor within the meaning of Item 1101(k)(2) ofRegulation AB as disclosed in the prospectus supplement. In accordance withItem 1112(b) of Regulation AB, the most recent unaudited net operating incomeof the significant obligor was $11,552,857.00 for the twelve-month period endedDecember 31, 2019.

The Coastal Grand Mall Mortgage Loan (Control Number 2 onAnnex A of the prospectus supplement of the registrant relating to the issuingentity filed on September 29, 2014 pursuant to Rule 424(b)(5)) constitutes asignificant obligor within the meaning of Item 1101(k)(2) of Regulation AB asdisclosed in the prospectus supplement. In accordance with Item 1112(b) ofRegulation AB, the most recent unaudited net operating income of thesignificant obligor was $16,491,111.00 for the twelve-month period endedDecember 31, 2019.

**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 Derivatives Instruments(Financial Information).**

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, ascertificate administrator, as custodian and as trustee.

Beginning on June 18, 2014, a group of institutionalinvestors filed civil complaints in the Supreme Court of the State of New York,New York County, and later the U.S. District Court for the Southern District ofNew York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in itscapacity as trustee 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. In November 2018,Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, toresolve such claims on a classwide basis for the 271 RMBS trusts atissue.  On May 6, 2019, the court entered an order approving thesettlement agreement.  Separate lawsuits against Wells Fargo Bank makingsimilar allegations filed by certain other institutional investors concerningseveral RMBS trusts in New York federal and state court are not covered by theagreement.  With respect to such litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

**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 September 29, 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 4to 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 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 (“Midland”)discloses that a material instance of noncompliance occurred, as describedbelow:

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 fields as described in (1) and (2) below.  (1) Inconnection with other enhancements Midland made to its manual Schedule ALprocess, starting in April 2019, Midland developed and implemented new ScheduleAL reporting templates for each applicable CMBS transaction that closed priorto April 2019 and for each applicable CMBS transaction going forward. Related to this, Midland made certain template setup errors, along with relatedand other manual inputting of information errors, and the errors were notidentified prior to submission of the applicable Schedule AL Files in certaincases due to breakdowns in quality control.  (2) In one applicabletransaction, the related Schedule AL File for a given month was not savedproperly resulting in the prior month's Schedule AL File being submitted forthe given month instead of the correct Schedule AL File. 

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

Steps Taken to Remedy the Material Instance of Noncompliance

Midland’s Schedule AL reportingprocess was enhanced in April of 2019, however, the process remained manualthroughout the 2019 calendar year.  Errors relating to certain Schedule ALFiles during 2019 were identified during the related audit.  Followingidentification, Midland made staffing changes and additional enhancements andimprovements to its processes and procedures to support its Schedule ALreporting obligations and expects to move to an automated solution for thisprocess.  

Midland is currently remediating the Schedule AL reportingfor certain of the CMBS transactions found to be incorrect.

**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             Poolingand Servicing Agreement, dated as of September 1, 2014, by and among GSMortgage Securities Corporation II, as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, LNR Partners,LLC, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, WellsFargo Bank, National Association, as Certificate Administrator and Wells FargoBank, National Association, as Trustee (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on September 29, 2014 underCommission File No. 333-191331-05 and incorporated by reference herein).

10.1        MortgageLoan Purchase Agreement, dated as of September 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 September 29, 2014under Commission File No. 333-191331-05 and incorporated by reference herein)

10.2        MortgageLoan Purchase Agreement, dated as of September 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 September29, 2014 under Commission File No. 333-191331-05 and incorporated by referenceherein)

10.3        MortgageLoan Purchase Agreement, dated as of September 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 September 29, 2014under Commission File No. 333-191331-05 and incorporated by reference herein)

10.4        MortgageLoan Purchase Agreement, dated as of September 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 onSeptember 29, 2014 under Commission File No. 333-191331-05 and incorporated byreference herein)

10.5        PrimaryServicing Agreement, dated as of September 1, 2014, by and between Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, andBerkeley Point Capital LLC, as Primary Servicer (filed as Exhibit 10.5 to theregistrant’s Current Report on Form 8-K filed on September 29, 2014 underCommission File No. 333-191331-05 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        Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer

33.2        LNR Partners, LLC, asSpecial Servicer

33.3        Wells Fargo Bank, NationalAssociation, as Trustee and Certificate Administrator

33.4        Wells Fargo Bank, NationalAssociation, as Custodian

33.5        Situs Holdings, LLC, asOperating Advisor

33.6        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

33.7        Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the StamfordPlaza Portfolio Mortgage Loan (see Exhibit 33.1)

33.8        LNR Partners, LLC, asSpecial Servicer of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit33.2)

33.9        Wells Fargo Bank, National Association, as Trustee of the Stamford PlazaPortfolio Mortgage Loan (Omitted. See Explanatory Note.)

33.10      Wells Fargo Bank, NationalAssociation, as Custodian of the Stamford Plaza Portfolio Mortgage Loan (seeExhibit 33.4)

33.11      Situs Holdings, LLC, asOperating Advisor of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit33.5)

33.12      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the BeverlyConnection Mortgage Loan (see Exhibit 33.1)

33.13      LNR Partners, LLC, asSpecial Servicer of the Beverly Connection Mortgage Loan (see Exhibit 33.2)

33.14      Wells Fargo Bank, National Association, as Trustee of the Beverly ConnectionMortgage Loan (Omitted. See Explanatory Note.)

33.15      Wells Fargo Bank, NationalAssociation, as Custodian of the Beverly Connection Mortgage Loan (see Exhibit33.4)

33.16      Situs Holdings, LLC, asOperating Advisor of the Beverly Connection Mortgage Loan (see Exhibit 33.5)

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

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

34.2        LNR Partners, LLC, asSpecial Servicer

34.3        Wells Fargo Bank, NationalAssociation, as Trustee and Certificate Administrator

34.4        Wells Fargo Bank, NationalAssociation, as Custodian

34.5        Situs Holdings, LLC, asOperating Advisor

34.6        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

34.7        Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the StamfordPlaza Portfolio Mortgage Loan (see Exhibit 34.1)

34.8        LNR Partners, LLC, asSpecial Servicer of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit34.2)

34.9        Wells Fargo Bank, National Association, as Trustee of the Stamford Plaza PortfolioMortgage Loan (Omitted. See Explanatory Note.)

34.10      Wells Fargo Bank, NationalAssociation, as Custodian of the Stamford Plaza Portfolio Mortgage Loan (seeExhibit 34.4)

34.11      Situs Holdings, LLC, asOperating Advisor of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit34.5)

34.12      Midland Loan Services, a Divisionof PNC Bank, National Association, as Primary Servicer of the BeverlyConnection Mortgage Loan (see Exhibit 34.1)

34.13      LNR Partners, LLC, asSpecial Servicer of the Beverly Connection Mortgage Loan (see Exhibit 34.2)

34.14      Wells Fargo Bank, National Association, as Trustee of the Beverly ConnectionMortgage Loan (Omitted. See Explanatory Note.)

34.15      Wells Fargo Bank, NationalAssociation, as Custodian of the Beverly Connection Mortgage Loan (see Exhibit34.4)

34.16      Situs Holdings, LLC, asOperating Advisor of the Beverly Connection Mortgage Loan (see Exhibit 34.5)

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, asSpecial Servicer

35.3        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

35.4        Berkeley Point Capital LLCd/b/a Newmark Knight Frank, as Primary Servicer

35.5        Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the StamfordPlaza Portfolio Mortgage Loan (see Exhibit 35.1)

35.6        LNR Partners, LLC, asSpecial Servicer of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit35.2)

35.7        Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the BeverlyConnection Mortgage Loan (see Exhibit 35.1)

35.8        LNR Partners, LLC, asSpecial Servicer of the Beverly Connection Mortgage Loan (see Exhibit 35.2)

(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 19, 2020