**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, 2023or**

**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 EstateLending, 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 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                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                     Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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 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, two other *pari passu* loans, which are not assets of theissuing entity and (b) with respect to the Beverly Connection Mortgage Loan,two other *pari passu* loans and one subordinate companion loan, each ofwhich are not assets of the issuing entity. These loan combinations, includingthe Stamford Plaza Portfolio Mortgage Loan and the Beverly Connection MortgageLoan, are being serviced and administered pursuant to the Pooling and ServicingAgreement, which is incorporated by reference as Exhibit 4 to this AnnualReport on Form 10-K. 

Berkeley Point Capital LLC d/b/aNewmark is an affiliate of Cantor Commercial Real Estate Lending L.P., one ofthe sponsors.  Therefore, the Depositor included in this Annual Report onForm 10-K a servicer compliance statement for Berkeley Point Capital LLC d/b/aNewmark pursuant to Item 1123.  Because Berkeley Point Capital LLC d/b/aNewmark is servicing less than 5% of the pool assets, an assessment ofcompliance with applicable servicing criteria and an accountants’ attestationreport pursuant to Item 1122 of Regulation AB are not required by RegulationAB.  As the attestation made in the servicer compliance statement requiredby Item 1123 relates to a review of the servicing activities of Berkeley PointCapital LLC d/b/a Newmark under the applicable servicing agreement, and thatreview was conducted in conjunction with the servicer’s preparation of itsassessment of compliance with applicable servicing criteria, that assessment ofcompliance with applicable servicing criteria and the accompanying accountants’attestation report are included in this Annual Report on Form 10-K for the sakeof 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 ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not 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 with applicableservicing criteria of the trustee. One or more other servicers of the StamfordPlaza Portfolio Mortgage Loan and the Beverly Connection Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

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)).

 

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**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 Stamford Plaza PortfolioMortgage Loan (Control Number 1 on Annex A of the prospectus supplement of theregistrant relating to the issuing entity filed on September 29, 2014 pursuantto Rule 424(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 $12,007,215.03for the twelve-month period ended December 31, 2023.

The Coastal Grand Mall MortgageLoan (Control Number 2 on Annex A of the prospectus supplement of theregistrant relating to the issuing entity filed on September 29, 2014 pursuantto Rule 424(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 $14,224,244.33 for thetwelve-month period ended December 31, 2023.

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routine litigationincidental to the duties of those respective parties, and the following, withrespect to Wells Fargo Bank, National Association, as trustee, as certificateadministrator and as custodian.

In December 2014, Phoenix Light SF Limited (Phoenix Light) andcertain related entities filed a complaint in the United States District Courtfor the Southern District of New York alleging claims against Wells Fargo Bank,N.A., in its capacity as trustee for a number of residential mortgage-backedsecurities (RMBS) trusts. Complaints raising similar allegations have beenfiled by Commerzbank AG in the Southern District of New York, IKB Internationaland IKB Deutsche Industriebank (together, IKB) in New York state court, andPark Royal I LLC and Park Royal II LLC in New York state court. In each case,the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG each appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Phoenix Light dismissed its appeal inMay 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A.entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations.

**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).

**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             Pooling and Servicing Agreement, dated as of September 1,2014, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, LNR Partners, LLC, as Special Servicer, Situs Holdings, LLC, asOperating Advisor, Wells Fargo Bank, National Association, as CertificateAdministrator and Wells Fargo Bank, National Association, as Trustee (filed asExhibit 4.1 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).

10.1         Mortgage Loan Purchase Agreement, dated as of September1, 2014, between GS Mortgage Securities Corporation II and Goldman SachsMortgage Company (filed as Exhibit 10.1 to the registrant’s Current Report onForm 8-K filed on September 29, 2014 under Commission File No. 333-191331-05and incorporated by reference herein)

10.2         Mortgage Loan Purchase Agreement, dated as of September1, 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 September 29, 2014 under Commission File No. 333-191331-05and incorporated by reference herein)

10.3         Mortgage Loan Purchase Agreement, dated as of September1, 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 September 29, 2014 under Commission File No. 333-191331-05 andincorporated by reference herein)

10.4         Mortgage Loan Purchase Agreement, dated as of September1, 2014, between GS Mortgage Securities Corporation II and Cantor CommercialReal Estate Lending, L.P. (filed as Exhibit 10.4 to the registrant’s CurrentReport on Form 8-K filed on September 29, 2014 under Commission File No. 333-191331-05and incorporated by reference herein)

10.5         Primary Servicing Agreement, dated as of September 1,2014, by and between Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer, and Berkeley Point Capital LLC, as PrimaryServicer (filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-Kfiled on September 29, 2014 under Commission File No. 333-191331-05 andincorporated by reference herein)

 

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

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

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

33.2        LNR Partners, LLC, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Situs Holdings, LLC, as Operating Advisor

33.6        Berkeley Point Capital LLC d/b/a Newmark, asPrimary Servicer

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

33.8         Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

33.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Stamford Plaza PortfolioMortgage Loan (see Exhibit 33.1)

33.10      LNR Partners, LLC, as Special Servicer of theStamford Plaza Portfolio Mortgage Loan (see Exhibit 33.2)

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

33.12      Wells Fargo Bank, National Association, asCustodian of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit 33.4)

33.13      Situs Holdings, LLC, as Operating Advisor of theStamford Plaza Portfolio Mortgage Loan (see Exhibit 33.5)

33.14       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 33.8)

33.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Beverly Connection MortgageLoan (see Exhibit 33.1)

33.16      LNR Partners, LLC, as Special Servicer of theBeverly Connection Mortgage Loan (see Exhibit 33.2)

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

33.18      Wells Fargo Bank, National Association, as Custodianof the Beverly Connection Mortgage Loan (see Exhibit 33.4)

33.19      Situs Holdings, LLC, as Operating Advisor of theBeverly Connection Mortgage Loan (see Exhibit 33.5)

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

34.2        LNR Partners, LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Situs Holdings, LLC, as Operating Advisor

34.6        Berkeley Point Capital LLC d/b/a Newmark, asPrimary Servicer

34.7         Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

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

34.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Stamford Plaza PortfolioMortgage Loan (see Exhibit 34.1)

34.10      LNR Partners, LLC, as Special Servicer of theStamford Plaza Portfolio Mortgage Loan (see Exhibit 34.2)

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

34.12      Wells Fargo Bank, National Association, asCustodian of the Stamford Plaza Portfolio Mortgage Loan (see Exhibit 34.4)

34.13      Situs Holdings, LLC, as Operating Advisor of theStamford Plaza Portfolio Mortgage Loan (see Exhibit 34.5)

34.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

34.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Beverly Connection MortgageLoan (see Exhibit 34.1)

34.16      LNR Partners, LLC, as Special Servicer of theBeverly Connection Mortgage Loan (see Exhibit 34.2)

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

34.18      Wells Fargo Bank, National Association, asCustodian of the Beverly Connection Mortgage Loan (see Exhibit 34.4)

34.19      Situs Holdings, LLC, as Operating Advisor of theBeverly Connection Mortgage Loan (see Exhibit 34.5)

34.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

35           Servicer compliance statements.

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

35.2        LNR Partners, 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        Berkeley Point Capital LLC d/b/a Newmark, asPrimary Servicer

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Stamford Plaza PortfolioMortgage Loan (see Exhibit 35.1)

35.7        LNR Partners, LLC, as Special Servicer of theStamford Plaza Portfolio Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Beverly Connection MortgageLoan (see Exhibit 35.1)

35.9        LNR Partners, LLC, as Special Servicer of theBeverly 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 MortgageSecurities Corporation II(Depositor)

/s/ Scott Epperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024

** **