GS Mortgage Securities Trust 2012-GC6 - FORM 10-K/A

Attached files

file	filename
EX-99.2 - LETTER - GS Mortgage Securities Trust 2012-GC6	gs27994595-ex99_2.htm
EX-34.4 - REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - GS Mortgage Securities Trust 2012-GC6	gs27994595-ex34_4.htm
EX-33.4 - ASSESSMENT OF COMPLIANCE - GS Mortgage Securities Trust 2012-GC6	gs27994595-ex33_4.htm
EX-31 - RULE 13A-14(D)/15D-14(D) CERTIFICATION - GS Mortgage Securities Trust 2012-GC6	gs27994595-ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 3)

(Mark one)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 333-171508-02

GS Mortgage Securities Trust 2012-GC6

(exact name of issuing entity as specified in its charter)

GS Mortgage Securities Corporation II

(exact name of the depositor as specified in its charter)

Citigroup Global Markets Realty Corp.

Goldman Sachs Mortgage Company

Archetype Mortgage Funding I LLC

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

New York 38-3867610

(State or other jurisdiction of 38-3867611

incorporation or organization) (I.R.S. Employer

Identification No.)

c/o Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, MD 21045

Address of principal executive (Zip Code)

offices)

Telephone number, including area code: (410) 884-2000

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

NONE.

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

NONE.

Indicate by check mark if the registrant is a well-known seasoned issuer, as

defined in Rule 405 of the Securities Act.

Yes ___ No X

Indicate by check mark if the registrant is not required to file reports

pursuant to Section 13 or Section 15(d) of the Act.

Yes ___ No X

Note - Checking the box above will not relieve any registrant required to

file reports pursuant to Section 13 or 15(d) of the Exchange Act from their

obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act

of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days.

Yes X No ___

Indicate by check mark whether the registrant has submitted electronically

and posted on its corporate Web site, if any, every Interactive Data File

required to be submitted and posted pursuant to Rule 405 of Regulation 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 post such

files).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item

405 of Regulation S-K (Section 229.405 of this chapter) is not contained

herein, and will not be contained, to the best of registrant's knowledge, in

definitive proxy or information statements incorporated by reference in Part

III of this Form 10-K or any amendment to this Form 10-K.

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer,

an accelerated filer, a non-accelerated filer, or a smaller reporting

company. See the definitions of "large accelerated filer", "accelerated

filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___

Accelerated filer ___

Non-accelerated filer X (Do not check if a smaller reporting company)

Smaller reporting company ___

Indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Act).

Yes ___ No X

State the aggregate market value of the voting and non-voting common equity

held by non-affiliates computed by reference to the price at which the

common equity was last sold, or the average bid and asked price of such

common equity, as of the last business day of the registrant's most recently

completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents and

reports required to be filed by Section 12, 13 or 15(d) of the Securities

Exchange Act of 1934 subsequent to the distribution of securities under a

plan confirmed by a court.

Not applicable.

Indicate the number of shares outstanding of each of the registrant's

classes of common stock, as of the latest practicable date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the

Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document

is incorporated: (1)Any annual report to security holders; (2) Any proxy or

information statement; and (3)Any prospectus filed pursuant to Rule 424(b)

or (c) under the Securities Act of 1933. The listed documents should be

clearly described for identification purposes (e.g., annual report to

security holders for fiscal year ended December 24, 1980).

Not applicable.

EXPLANATORY NOTE

The purpose of this Amendment No. 3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on March 29, 2013 (the “Original Form 10-K”), which was amended by the registrant’s Annual Report on Form 10-K (Amendment No. 1), filed with the Securities and Exchange Commission on June 25, 2013, which was amended by the registrant’s Annual Report on Form 10-K (Amendment No. 2), filed with the Securities and Exchange Commission on September 4, 2013, is (i) to file a revised Report of Assessment of Compliance with the Applicable Servicing Criteria for Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee (in such capacity, the “Trustee”), dated December 20, 2013, as a replacement to the Report of Assessment of Compliance with the Applicable Servicing Criteria for the Trustee, dated February 28, 2013, filed as Exhibit 33.4 of the Exhibits, Financial Statement Schedules under Item 15 to the Original Form 10-K, and (ii) to file a revised Attestation Report on Assessment of Compliance with the Applicable Servicing Criteria for the Trustee, dated December 20, 2013, as a replacement to the Attestation Report on Assessment of Compliance with the Applicable Servicing Criteria for the Trustee, dated February 28, 2013, filed as Exhibit 34.4 of the Exhibits, Financial Statement Schedules under Item 15 to the Original Form 10-K, each such replacement being made as a result of receipt by the registrant of a letter, dated December 20, 2013 (the “Notice Letter”), from the Corporate Trust Services Division of Wells Fargo, a copy of which is filed as Exhibit 99.2 of the Exhibits, Financial Statement Schedules under Item 15, notifying the registrant of the revised reports and providing certain explanatory information related to those reports and certain reports previously delivered by the Trustee. Wells Fargo has informed the registrant that it does not plan to amend any past Assessment of Compliance with the Applicable Servicing Criteria or related Attestation Report on Assessment of Compliance to address omitted transactions from the Trustee’s platform for those periods prior to 2012 discussed in the Notice Letter.

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 of Financial Condition and

Results of Operations.

Omitted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8. Financial Statements and Supplementary Data.

Omitted.

Item 9. Changes in and Disagreements With Accountants 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 Corporate Governance.

Omitted.

Item 11. Executive Compensation.

Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Omitted.

Item 13. Certain Relationships and Related Transactions, 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 Obligor of Pool Assets Financial

Information.

The Meadowood Mall loan (Control #1 on Annex A of the Prospectus Supplement

of the Registrant relating to the issuing entity filed on February 6,

2012 pursuant to Rule 424(b)(5)) constitutes a significant obligor within

the meaning of 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of

Regulation AB, the most recent unaudited net operating income of the

significant obligor is $14,096,029.40, a year-to-date figure for the period of

January 1, 2012 through December 31, 2012.

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial

Information.

No entity or group of affiliated entities provides any external credit

enhancement or other support for the certificates within this transaction as

described 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 any derivative instruments

or other support for the certificates within this transaction as described

under Item 1115 of Regulation AB.

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceedings involving the

Trust and all parties related to such Trust, other than routine litigation

incidental to the duties of those respective parties.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related

Transactions.

The information regarding this Item has been previously disclosed in a

Prospectus Supplement of the registrant relating to the issuing entity filed on

February 6, 2012 pursuant to Rule 424(b)(5).

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessment of compliance with the servicing criteria for

asset-backed securities and the related attestation reports on such assessments

of compliance are attached hereto under Item 15. Attached as Exhibit O to the

Pooling and Servicing Agreement incorporated by reference as Exhibit 4 to this

report is a chart identifying the entities participating in the servicing

function for the transaction responsible for each applicable servicing criteria

set forth in Item 1122(d).

The assessment of compliance with applicable servicing criteria for the twelve

months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation

AB by the Corporate Trust Services Division of Wells Fargo (the "2012

Wells Assessment") for its platform, as Trustee discloses that material

instances of noncompliance occurred with respect to the servicing criteria

described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB.

The 2012 Wells Assessment is attached to this Form 10-K as Exhibit 33.4.

The remainder of the paragraphs in this response to Item 1122 was provided by

Wells Fargo and references to the "Company" and "Management" in such

paragraphs are references to Wells Fargo and its management.

Schedule A

Material Instances of Noncompliance by the Company

Management's assessment of compliance with the Applicable Servicing Criteria

set forth by the Securities and Exchange Commission in paragraph (d) of Item

1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed

that material instances of noncompliance occurred with respect to the servicing

criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as

follows:

* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to

investors did not provide information calculated in accordance with the terms

specified in the transaction agreements.

* With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to

investors were not allocated and remitted in accordance with timeframes,

distribution priority and other terms set forth in the transaction agreements.

Schedule B

Management's Discussion on Material Instances of Noncompliance by the Company

Disclosure: During the Period, Wells Fargo identified Payment Errors (as

defined below) and Reporting Errors (as defined below) on certain residential

mortgage-backed securities ("RMBS") transactions in the Platform. Although no

individually identified error, in and of itself, was found to be material to

the Platform, when the errors were considered in the aggregate, Management

determined that, for Platform purposes, there were material instances of

noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of

Regulation AB.

For purposes of this Schedule B, the term "Payment Errors" means the identified

payment errors that occurred during the Period and that, when considered in the

aggregate, led to Management's determination that there was a material instance

of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of

Regulation AB. For purposes of this Schedule B, the term "Reporting Errors"

means the identified reporting errors that occurred during the Period and that,

when considered in the aggregate, led to Management's determination that there

was a material instance of noncompliance for the Platform with respect to Item

1122(d)(3)(ii) of Regulation AB.

The identified Payment Errors and Reporting Errors on such RMBS transactions

were attributable to certain failures in processes relating to waterfall

calculations and reporting that, although adapted over time, still

insufficiently addressed the impact of the unprecedented levels of collateral

degradation in RMBS transactions on the calculation of principal and interest

payments and losses and associated investor reporting.

Scope of the Material Instances of Noncompliance: The identified Payment Errors

and Reporting Errors that led to Management's determination that material

instances of noncompliance with respect to the Platform had occurred were

limited to certain RMBS transactions in the Platform. There were no identified

Payment Errors or Reporting Errors for non-RMBS transactions in the Platform

which contributed to Management's determination that there were material

instances of noncompliance for the Platform. In some instances, the identified

Payment Errors which contributed to Management's determination that there

were material instances of noncompliance for the Platform were also considered

material to the transactions on which they occurred. None of the identified

Reporting Errors which contributed to Management's determination that there

were material instances of noncompliance for the Platform were considered

material for a particular transaction. For all transactions in the Platform

(including RMBS transactions with identified Payment Errors and Reporting

Errors), Management delivered an Item 1123 certification to the extent it

was required to do so pursuant to the requirements of the applicable transaction

documents and Regulation AB. Where there was an identified Payment Error that

was considered material for an individual transaction, the Item 1123

certification included a description of the nature and scope of such error.

Remediation: Appropriate actions have been taken or are in the process of being

taken to remediate the identified Payment Errors and Reporting Errors that led

to Management's determination that material instances of noncompliance with

respect to the Platform had occurred. Further, adjustments have been or will be

made to the waterfall calculations and other operational processes and quality

control measures applied to the RMBS transactions in the Platform to minimize

the risk of future payment and reporting errors.

Further Disclosure1: Earlier this year, the Staff of the Securities Exchange Commission issued a comment letter to an issuer of certain residential mortgage-backed securities with questions regarding its 2012 Form 10-K filings. Three of the questions posed on such comment letter pertained to Wells Fargo’s Schedule B discussion of the material instances of noncompliance on its platform set forth above. The comment letter questions and Wells Fargo’s response to such questions are set forth verbatim below beginning with the second succeeding paragraph (the “Comment Letter Questions and Wells Fargo Responses”).

The statistics about Identified Payment Errors and Identified Reporting Errors (as such terms are defined in the responses below) set forth in Wells Fargo’s responses below were based on information known as of February 28, 2013, the date of the original Assessment of Compliance with Applicable Servicing Criteria. As of the date of this amended assessment of compliance with applicable servicing criteria, Management is aware of an additional 18 Identified Payment Errors and an additional 29 Identified Reporting Errors. The additional errors were found both on platform transactions that are denoted as omitted transactions on Appendix A hereto and on non-omitted platform transactions. The discussion in the below responses about the Identified Payment Errors and Identified Reporting Errors, including statements about remediation, is applicable to these additional Identified Payment Errors and Identified Reporting Errors.

1 This section of Schedule B was not in the original Assessment of Compliance with Applicable Servicing Criteria dated February 28, 2013.

Comment Letter Questions and Wells Fargo Responses2:

5. The report of Wells Fargo Bank, N.A. (“Wells Fargo”) on its assessment of compliance with applicable servicing criteria states that “certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses associated investor reporting.” Your description is unclear. With a view towards disclosure please explain:

·	the specific failures in processes relating to waterfall calculations and reporting;

·	what you mean by “unprecedented levels of collateral degradation” and why that would have any effect on the calculation of the waterfall; and

·	what you mean by “adapted over time.”

Response: For purposes of Wells Fargo’s response to questions 5, 6 and 7 of the Staff’s Comment Letter, reference is made to the following defined terms.

Ø	“2012 Assessment” means, with respect to its Platform, the assessment of compliance with applicable Item 1122(d) servicing criteria prepared by management of Wells Fargo relating to the 2012 Reporting Period.

Ø	“2012 Attestation” means the compliance attestation report of KPMG LLP, the independent registered public accounting firm engaged by Wells Fargo to issue such compliance attestation report in connection with the 2012 Assessment, for the 2012 Reporting Period.

Ø	“2012 Item 1122 Compliance Reports” means the 2012 Assessment and 2012 Attestation.

Ø	“2012 Reporting Period” means as of and for the year ending December 31, 2012.

“Identified Payment Errors” means, with respect to the 2012 Reporting Period, the payment errors identified in the normal course of business and through specific procedures performed in connection with the preparation of the 2012 Item 1122 Compliance Reports that led to the determination that there was a material instance of noncompliance for Wells Fargo’s Platform.

“Identified Reporting Errors” means, with respect to the 2012 Reporting Period, the reporting errors identified in the normal course of business and through specific procedures performed in connection with the preparation of the 2012 Item 1122 Compliance Reports that led to the determination that there was a material instance of noncompliance for Wells Fargo’s Platform.

Ø	“Model” means the Model Input, the Model Program and the processes related to the Model Input and the Model Program that function together for the purpose of calculating payments in accordance with the requirements of relevant transaction documents.

2 See footnote 1.

Ø	“Model Errors” refers to Model Input Errors and Model Program Errors.

Ø	“Model Input” means data that is transmitted electronically or manually to a Model such as data from a servicer, data from financial services information providers, cash adjustments (such as reimbursable expenses) and information from programs that perform interim calculations.

Ø	“Model Input Errors” means inaccurate or incomplete Model Input information, inaccuracies in receiving or processing Model Input information or inaccuracies in manual non-automated processing that lead to payment errors.

Ø	“Model Program” means Model programming logic designed to calculate payments in accordance with transaction document requirements.

Ø	“Model Program Errors” means inaccurate or incomplete programming or logic in the Model that does not produce calculations in accordance with the transaction documents and therefore causes payment errors and/or reporting errors.

“Platform” means the trustee/master servicer/securities administrator/paying agent platform designed by Wells Fargo that corresponds to the 2012 Assessment consisting of approximately 2000 RMBS transactions in addition to other commercial mortgage-backed security and asset-backed security transactions.

Ø	“RMBS” means residential mortgage-backed securities.

Ø	“Wells Fargo” means the Corporate Trust Services division of Wells Fargo Bank, N.A.

·	the specific failures in processes relating to waterfall calculations and reporting;

Response: Wells Fargo develops a unique Model for each transaction in its Platform. On the whole, there are millions of calculations performed by the Models each payment period for the thousands of transactions in the Platform.

Wells Fargo’s waterfall payment calculation and reporting functions can be categorized into three processes:

Ø	Model Inputs,

Ø	Model Programs, and

Ø	transmission of each Model’s output to the processes and systems that generate investor reports.

In the 2012 Reporting Period, there were 84 Identified Payment Errors on RMBS transactions3.

Ø	40 of the 84 Identified Payment Errors resulted from Model Input Errors. For example4, in certain transactions, defaulted fixed rate loans became subject to unanticipated rate modifications when the

3 While there were also some Identified Payment Errors on CMBS and ABS transactions in the Platform, Schedule B to the 2012 Assessment says “[T]he identified Payment Errors and Reporting Errors that led to Management’s determination that material instances of noncompliance with respect to the Platform had occurred was limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Management’s determination that there were material instances of noncompliance for the Platform”. Accordingly, the statistics provided in this response relating to Identified Payment Errors and Identified Reporting Errors are limited to RMBS transactions in the Platform.

4 Because it would be impractical to provide a detailed explanation of each of the 84 Identified Payment Errors, Wells Fargo has endeavored in its responses to questions 5, 6 and 7 to provide meaningful examples of the Identified Payment Errors and Identified Reporting Errors. The examples are illustrative but not representative of every individual error or error type.

loans were modified in accordance with industry loan modification initiatives. Because the transaction documents did not contemplate the rate modifications, the Model Input process had to be manually adapted to incorporate the rate changes. Model Input Errors occurred when the manual adjustments were made.

44 of the 84 Identified Payment Errors resulted from Model Program Errors. For example, in many RMBS transactions, at the point credit support is depleted (i.e. the principal balance of the subordinate bonds is reduced to zero), payment allocations to the remaining senior bonds shift from a sequential payment priority to a pro rata payment priority. In many cases, the transaction documents require such shift to occur “on and after” the month in which credit support is depleted and in other transactions the shift occurs “after” the month in which credit support is depleted. Model Program Errors occurred when some Model Programs shifted payment allocations from sequential to pro rata in the wrong month inconsistent with the applicable transaction documents. In addition, with respect to transaction documents which direct the payment priority shift “on and after” credit support depletion, Model Program Errors occurred because proper effect was not given to the word “on”. There is an order of operations in every waterfall that directs payments to bonds first and allocations of losses to bonds second. Because credit support depletion most often occurs from the allocation of losses to subordinate bonds, this order of operation (i.e. payments first; losses second) would have to be reversed to make a payment priority shift on the credit support depletion date. Model Program Errors occurred when the order of operations was not reversed in this manner.

For the 2012 Reporting Period, there were 148 Identified Reporting Errors on RMBS transactions5.

Ø	84 of the 148 Identified Reporting Errors resulted from the 84 Identified Payment Errors. Inaccurate payments led to inaccurate reporting.

Ø	64 of the 148 Identified Reporting Errors were unrelated to the Identified Payment Errors.

o	36 of the 64 Identified Reporting Errors resulted from inaccurate/incomplete bond reporting. Some examples of these 36 Identified Reporting Errors include inaccurate reporting variables related to investor payments, incorrect tranche balance reporting and incorrect trigger reporting.

28 of the 64 Identified Reporting Errors resulted from inaccurate/incomplete mortgage loan reporting. Some examples of these 28 Identified Reporting Errors include incorrect information on the collateral statement portion of the investor report, inaccurate delinquency reporting and inaccurate loan level performance reporting.

·	what you mean by “unprecedented levels of collateral degradation” and why that would have any effect on the calculation of the waterfall; and

Response: “Unprecedented levels of collateral degradation” refers to the significant decrease in mortgage loan performance experienced by RMBS transactions generally over the past several years. The significant decrease in loan performance is evidenced by the fact that over 50 percent of the RMBS transactions in Wells Fargo’s Platform have reached credit support depletion. This is a significant event because waterfall payment priorities for the senior bonds typically change at that point.

5 See footnote 1.

One reason why high levels of RMBS mortgage loan performance degradation affect waterfall calculations is because such degradation contributes to Model Input Errors. One example of such Model Input Errors relates to the extensive level of mortgage loan delinquencies and the resulting extensive levels of servicer advancing. High levels of advancing lead to both high advance recoveries by servicers in single distribution periods and increased servicer stop advance decisions.6 These phenomena require manual processing which can result in Model Input Errors.

The high level of RMBS mortgage loan performance degradation has also contributed to Model Program Errors. The extensive collateral losses in RMBS transactions have triggered waterfall scenarios that were considered unlikely to occur at the inception of the transactions (if they were considered at all) and were not as clearly detailed as other provisions in the transaction agreements that direct waterfall calculations and distributions. At Model creation, those waterfall scenarios were not forecasted to reach the levels of underperformance that RMBS mortgage loans have experienced. Because of such lack of forecasting and the absence of benchmark data7 for such scenarios from the underwriters/sponsors of the transactions or other sources, Wells Fargo was unable to test and validate such waterfall scenarios. As a result, Model Program Errors occurred.

·	what you mean by “adapted over time.”

Response: “Adapted over time” refers to the fact that Model Programs and Model Inputs and the processes related to Model Programs and Model Inputs are, over the life of a transaction, constantly being adjusted in an effort to ensure accurate payments. Continual adjustments are required because the transactions and securities to which the Models relate are very complex and the technology and processes related to Model Programs and Model Inputs are equally complex. The level of adjustment needed for Model Programs, Model Inputs, and related processes increased as mortgage loan performance degradation increased.

6. We note reference to “Payment Errors” and “Reporting Errors.” With a view towards disclosure, please explain whether these are the same type of Payment Errors and Reporting Errors that were described in Wells Fargo’s assessment of compliance for 2011 that you further described in a response to us on December 31, 2012. In that response letter, Wells Fargo confirmed the correction and resolution of modeling errors and that indicated that adjustments to payments were made in 2012. If these are not the same type of errors as those that occurred in 2011, please state so. In either case, with a view towards disclosure, please explain:

General Response: The Identified Payment Errors and the Identified Reporting Errors were generally similar in type to the payment and reporting errors that led to the determination that there was a material instance of noncompliance for the 2011 assessment of compliance. However, the transactions on which the errors occurred and the exact circumstances and details giving rise to the Identified Payment Errors and Identified Reporting Errors in 2012 were different than 2011. The correction of the 2011 identified payment errors and reporting errors was specific to the Models for the affected transactions and such corrections do not preclude the possibility that a similar type of error would occur on a different transaction with a different Model in 2012.

Examples of Model Program Errors that occurred similarly in both years involve (i) post-credit support depletion loss allocation methodology and payment priority rules (e.g., pro rata versus sequential), and (ii) the calculation of group-directed cash

6 A stop advance decision is made by a servicer when, with respect to any advance made in the past or any proposed future advance, it determines that such advances will not be recoverable from collections on the loan or from liquidation proceeds.

7 There were principally two types of benchmark data used: decrement tables and underwriter/sponsor cash flow projections. The decrement tables in offering documents generally only projected out at pricing speeds with zero loss assumptions. Reconciling Models with those decrement tables based on those assumptions would not have exposed the stresses on the Model Programs resulting from the significant mortgage loan performance degradation in recent years. In addition, cash flow projections received from the underwriters/sponsors at the time of deal issuance were projected at minimal losses which were not severe enough to expose the stresses on the Model Programs resulting from the significant collateral degradation in recent years.

flows, interest calculation elements (rate, accrual day logic, etc.), and pre-credit support depletion loss allocation.

Examples of Model Input Errors that occurred similarly in both years involve (i) improper coding of cash adjustments and using incorrect prior month data, (ii) loan modification inputs related to capitalization of delinquent amounts and the recovery of advances related thereto and modified interest rates in certain transaction structures, and (iii) cash adjustments related to servicer advance reimbursements that caused errors in certain calculations (e.g., the net weighted average coupon rate calculations).

Comparing the Identified Reporting Errors to the identified reporting errors in 2011, a substantial number in each year were caused by the payment errors (i.e., reporting an incorrect payment). There were other reporting errors in both years that related to missing and incorrect bond information and missing and incorrect mortgage loan information.

·	whether the payment errors resulted in overpayments or underpayments to investors;

Response: In most cases, the Identified Payment Errors were a combination of overpayments to one or more classes of investors or transaction parties and corresponding underpayments to one or more other classes of investors or other transaction parties. Therefore, most of the Identified Payment Errors consisted of overpayments and underpayments that netted to zero because all the cash that was received from a transaction party in a payment cycle was distributed to investors or other transaction parties on the related payment date8.

·	the types of reporting errors that occurred and how they related to the payment errors;

Response: 84 of the 148 Identified Reporting Errors were caused by the Identified Payment Errors in that the incorrect payment led to incorrect reporting. Since the Identified Payment Errors were calculated incorrectly, the payments were reported incorrectly. The remaining 64 of the 148 Identified Reporting Errors were not caused by the Identified Payment Errors. Those 64 Identified Reporting Errors consisted of missing or inaccurate information related to various bond reporting and mortgage loan reporting elements.

·	whether investors whose payments were impacted were notified of the errors and, if so, how they were notified;

Response: Investors received notice of the Identified Payment Errors by means of the posting to Wells Fargo’s website of corrected payment date statements. Investors received notice of Investor Reporting Errors by either a revised statement in connection with a restatement9 of the affected distributions or by correcting the reporting error on the next payment date statement.

8 While most Identified Payment Errors netted to zero, a small number of the Identified Payment Errors did not net to zero. Identified Payment Errors that did not net to zero occurred when, inadvertently, either (i) less than 100 percent the cash that was received from a transaction party (such as a servicer) in a payment cycle was distributed to investors or other transaction parties on the related payment date leaving cash in the transaction’s distribution account or (ii) an amount greater than 100 percent of the cash that was received from a transaction party (such as a servicer) in a payment cycle was distributed to investors or other transaction parties on the related payment date causing an overdraft of the transaction’s distribution account. The scenario described in clause (i) explains the majority of circumstances where overpayments and underpayments did not net to zero.

9 As used in this response, the term “restatement” and the phrase “restating affected distribution periods” means the correction of an overpayment or underpayment experienced by a class of book-entry securities by (i) submitting a revised payment date statement for each affected distribution period to the Depository Trust Company (“DTC”) by which the DTC adjusts the accounts of the overpaid and underpaid classes, and (ii) the posting of such revised payment date statement to Wells Fargo’s website. In accordance with its current policy, the DTC revises up to twelve months of affected distributions. On a limited number of occasions when the affected distribution periods extended beyond such twelve month time frame, Wells Fargo included adjustments for the additional distribution periods in the restatement of the twelve distribution periods and notified investors of this fact on the revised payment date statements. The process is similar for physical securities except that Wells Fargo interacts directly with affected holders as opposed to interacting with the DTC.

·	whether any underpayments were paid or will be paid to investors and, if so, when the payments were made or will be made; and

Response: With one exception10, Identified Payment Errors that resulted in underpayments to investors were rectified by means of restating affected distribution periods. The restatements occurred between February 1, 2012 and March 1, 2013.

·	whether any future payments were adjusted to account for overpayments.

Response: With one exception described in footnote 8, Identified Payment Errors that resulted in overpayments to investors were rectified by restating the affected distribution periods. Except with respect to one Identified Payment Error on one transaction unrelated to the transactions to which the Comment Letter relates, no future payments were adjusted in connection with overpayment errors. In that one case, distributions to one class of certificates were adjusted over three distribution dates and such adjustment was disclosed on the respective distribution date statements.

7. While we note that Wells Fargo further states that “[a]ppropriate actions have been taken or are in the process of being taken to remediate” the identified errors and “adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors.” This disclosure, however, does not provide any indication as to the nature and scope of the failures, or the impact of the identified material instances of noncompliance. We believe a more granular discussion is necessary to understand how these steps have addressed the identified material instances of noncompliance. With a view towards disclosure, please explain:

·	the specific actions that have been taken or are in the process of being taken to remediate the identified payment errors and reporting errors;

Response: Except as discussed in footnote 8, Wells Fargo has remediated all of the 84 Identified Payment Errors through restatements of the affected distribution periods. The restatements occurred between February 1, 2012 and March 1, 2013. Wells Fargo has remediated all 148 Identified Reporting Errors by either issuing a revised statement in connection with a restatement of the affected payments or by ensuring that the reporting element in question was correctly reported on the next payment date statement.

·	the specific adjustments that have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the platform; and

Response: Wells Fargo has determined to address not only the specific errors that led to the determination of material instances of non-compliance on the RMBS component of its Platform, but also to take proactive measures to identify other problems with its Models that could cause payment or reporting errors. Accordingly, Wells Fargo has undertaken an expansive project to identify, rectify and prevent problems with its Models and the individual transactions that exhibited these problems. Wells Fargo is in the early stages of this project. Due to the size of the RMBS component of its Platform, this is a long term, intensive project involving significant internal and external resources. In conjunction with other steps taken, Wells Fargo believes that this initiative will result in ongoing improvements to its payment and reporting processes.

·	any other steps that Wells Fargo has undertaken or will undertake to ensure that similar errors do not occur in the future.

10 There is one underpayment of $4992.92 (and a corresponding overpayment of the same amount) from March 2012 which has not been remedied. The underpayment did not occur on any transaction to which the Commission’s Comment Letter directly relates. Wells Fargo is in the process of determining an appropriate course of action with regard to this underpayment.

Response: Throughout 2012 and 2013, Wells Fargo has adopted numerous other initiatives in an effort to add rigor to its operational processes and quality control measures. The initiatives relate to both preventing Model Errors and identifying and correcting Model Errors. Examples of measures to prevent Model Errors include, among other things, enhancements to its (i) new Model creation procedures, (ii) procedures for pre-closing review of waterfall language in transaction documents, and (iii) procedures for pre-payment date testing of transaction level payment calculations and reporting elements. Examples of measures to identify and correct Model Errors include, among other things, (a) enhanced procedures relating to Model revisions, (b) the creation of a team charged with conducting a careful analysis of every Model Error to determine if any additional controls are necessary to prevent the errors from re-occurring, and (c) the creation of a team to proactively perform Model Program corrections to prevent future Model Errors. Wells Fargo has hired over two dozen additional staff and reorganized various teams to more effectively manage the above-mentioned operational processes and quality control measures.

Material Instance of Noncompliance by any Vendor

NONE

Material Deficiencies in Company's Policies and Procedures to Monitor

Vendor's Compliance

NONE

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Exhibits.

(1) Not applicable.

(2) Not applicable.

(3)

(4) Pooling and Servicing Agreement, dated as of February 1, 2012, by and

among GS Mortgage Securities Corporation II, as depositor, KeyCorp Real

Estate Capital Markets, Inc., as master servicer, CWCapital Asset Management

LLC, as special servicer, TriMont Real Estate Advisors, Inc., as operating

advisor, and Wells Fargo Bank, National Association, as trustee (filed as

Exhibit 4 to the Registrant's Current Report on Form 8-K, dated February 6,

2012, and filed by the registrant on February 6, 2012, and incorporated by

reference herein).

(10.1) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Goldman Sachs Mortgage Company and GS Mortgage Securities

Corporation II, pursuant to which Goldman Sachs Mortgage Company sold

certain mortgage loans to the depositor (filed as Exhibit 10.1 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference herein).

(10.2) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Citigroup Global Markets Realty Corp. and GS Mortgage Securities

Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold

certain mortgage loans to the depositor (filed as Exhibit 10.2 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference herein).

(10.3) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Archetype Mortgage Funding I LLC and GS Mortgage Securities

Corporation II, pursuant to which Archetype Mortgage Funding I LLC sold

certain mortgage loans to the depositor (filed as Exhibit 10.3 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference herein).

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

(33) Reports on assessment of compliance with servicing criteria for

asset-backed securities.

33.1 CWCapital Asset Management LLC as Special Servicer (filed as

Exhibit 33.1 to Form 10-K (Amendment No. 1) and incorporated by reference herein).

33.2 KeyCorp Real Estate Capital Markets, Inc. as Master Servicer (filed as

Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein).

33.3 TriMont Real Estate Advisors, Inc. as Operating Advisor (filed as

Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein).

33.4 Wells Fargo Bank, National Association as Trustee.

33.5 Wells Fargo Bank, National Association as Custodian (filed as Exhibit 33.5

to Form 10-K (Amendment No. 2) and incorporated by reference herein).

(34) Attestation reports on assessment of compliance with servicing criteria

for asset-backed securities.

34.1 CWCapital Asset Management LLC as Special Servicer (filed as

Exhibit 34.1 to Form 10-K (Amendment No. 1) and incorporated by reference herein).

34.2 KeyCorp Real Estate Capital Markets, Inc. as Master Servicer

(filed as

Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein).

34.3 TriMont Real Estate Advisors, Inc. as Operating Advisor (filed as

Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein).

34.4 Wells Fargo Bank, National Association as Trustee.

34.5 Wells Fargo Bank, National Association as Custodian (filed as Exhibit 34.5

to Form 10-K (Amendment No. 2) and incorporated by reference herein).

(35) Servicer compliance statement.

35.1 CWCapital Asset Management LLC as Special Servicer (filed as

Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein).

35.2 KeyCorp Real Estate Capital Markets, Inc. as Master Servicer (filed as

Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein).

35.3 Wells Fargo Bank, National Association as Trustee (filed as

Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein).

99.1 Letter, dated August 13, 2013, from the Corporate Trust Services

Division of Wells Fargo Bank, National Association, as Custodian to the depositor

regarding Compliance with Applicable Servicing Criteria for Asset-backed Securities by

Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 99.1 to Form 10-K

(Amendment No. 2) for the reasons set forth in the explanatory note thereto and

incorporated by reference herein).

99.2 Letter, dated December 20, 2013, from the Corporate Trust Services Division

of Wells Fargo Bank, National Association, as Trustee to the registrant regarding

Compliance with Applicable Servicing Criteria for Asset-backed Securities by Wells

Fargo Bank, National Association, as Trustee.

(b) See Item 15(a) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities Corporation II

(Depositor)

/s/ J. Theodore Borter

J. Theodore Borter, President

(senior officer in charge of securitization of the depositor)

Date: January 14, 2014

Exhibit Index

Exhibit No.

(1) Not applicable.

(2) Not applicable.

(3)

(4) Pooling and Servicing Agreement, dated as of February 1, 2012, by and

among GS Mortgage Securities Corporation II, as depositor, KeyCorp Real

Estate Capital Markets, Inc., as master servicer, CWCapital Asset

Management LLC, as special servicer, TriMont Real Estate Advisors, Inc., as

operating advisor, and Wells Fargo Bank, National Association, as trustee

(filed as Exhibit 4 to the Registrant's Current Report on Form 8-K, dated

February 6, 2012, and filed by the registrant on February 6, 2012, and

incorporated by reference herein).

(10.1) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Goldman Sachs Mortgage Company and GS Mortgage Securities

Corporation II, pursuant to which Goldman Sachs Mortgage Company sold

certain mortgage loans to the depositor (filed as Exhibit 10.1 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference

herein).

(10.2) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Citigroup Global Markets Realty Corp. and GS Mortgage Securities

Corporation II, pursuant to which Citigroup Global Markets Realty Corp.

sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference

herein).

(10.3) Mortgage Loan Purchase Agreement, dated as of February 1, 2012,

between Archetype Mortgage Funding I LLC and GS Mortgage Securities

Corporation II, pursuant to which Archetype Mortgage Funding I LLC sold

certain mortgage loans to the depositor (filed as Exhibit 10.3 to the

Registrant's Current Report on Form 8-K, dated February 1, 2012, and filed

by the registrant on February 6, 2012, and incorporated by reference

herein).

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

(33) Reports on assessment of compliance with servicing criteria for

asset-backed securities.

33.1 CWCapital Asset Management LLC as Special Servicer (filed as

Exhibit 33.1 to Form 10-K (Amendment No. 1) and incorporated by reference herein).

33.2 KeyCorp Real Estate Capital Markets, Inc. as Master Servicer (filed as

Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein).

33.3 TriMont Real Estate Advisors, Inc. as Operating Advisor (filed as

Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein).

33.4 Wells Fargo Bank, National Association as Trustee.

33.5 Wells Fargo Bank, National Association as Custodian (filed as Exhibit 33.5

to Form 10-K (Amendment No. 2) and incorporated by reference herein).

(34) Attestation reports on assessment of compliance with servicing criteria

for asset-backed securities.

34.1 CWCapital Asset Management LLC as Special Servicer (filed as

Exhibit 34.1 to Form 10-K (Amendment No. 1) and incorporated by reference herein).

34.2 KeyCorp Real Estate Capital Markets, Inc. as Master Servicer (filed as