UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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, 2017
or
o 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 of the issuing entity: 333-191331-11
Central Index Key Number of the issuing entity:
0001656839
GS Mortgage Securities Trust
2015-GS1
(exact name of the issuing entity as specified in its
charter)
Central Index Key Number of the depositor: 0001004158
GS Mortgage Securities Corporation
II
(exact name of the depositor as specified in its
charter)
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: 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)
|
38-3984605
38-3984606
38-7143656
(I.R.S. Employer
Identification Numbers)
|
c/o Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal
executive 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:
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. o Yes ⌧
No
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧
No
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 o
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, smaller
reporting company or an emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer o
Accelerated
filer
o
Non-accelerated
filer ⌧ (Do not check if a
smaller reporting company)
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o
Yes ⌧ No
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. o
Yes o
No
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 NOTES
The purpose of this Amendment No. 1 (the “Amendment”) to our
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed
with the Securities and Exchange Commission (the “Commission”) on March 23,
2018 (the “Original 10-K”) is to file with the Commission a report on
assessment of compliance with servicing criteria of Berkeley Point Capital LLC,
as primary servicer, as Exhibit 33.51 as a replacement of the report on
assessment of compliance with servicing criteria filed as Exhibit 33.51 to the
Original 10-K.
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
Financial Information.
The 590 Madison Avenue Mortgage Loan (Control Number 1 on
Annex A of the prospectus supplement of the registrant relating to the issuing
entity filed on December 1, 2015 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as
disclosed in the prospectus supplement. In accordance with Item 1112(b) of
Regulation AB, the most recent unaudited net operating income of the
significant obligor was $45,397,040.00 for the twelve–month period ended
December 31, 2017.
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 proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the
following, with respect to Wells Fargo Bank, National Association, as
certificate administrator and custodian, Deutsche Bank Trust Company Americas,
as trustee and custodian, Citibank, N.A., as certificate administrator, U.S.
Bank National Association, as trustee, certificate administrator and custodian
and CWCapital Asset Management LLC, as special servicer:
On June 18, 2014, a group of institutional investors filed a
civil complaint in the Supreme Court of the State of New York, New York County,
against Wells Fargo Bank, N.A. (“Wells Fargo Bank”) in its capacity as trustee
under 276 residential mortgage backed securities (“RMBS”) trusts, which was
later amended on July 18, 2014, to increase the number of trusts to 284 RMBS
trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily
dismiss the state court action without prejudice. That same day, a group of
institutional investors filed a putative class action complaint in the United
States District Court for the Southern District of New York (the “District Court”)
against Wells Fargo Bank, alleging claims against the bank in its capacity as
trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014,
the plaintiffs’ motion to voluntarily dismiss their original state court action
was granted. As with the prior state court action, the Federal Court Complaint
is one of six similar complaints filed contemporaneously against RMBS trustees
(Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group
of institutional investor plaintiffs. The Federal Court Complaint against Wells
Fargo Bank alleges that the trustee caused losses to investors and asserts
causes of action based upon, among other things, the trustee's alleged failure
to: (i) notify and enforce repurchase obligations of mortgage loan sellers for
purported breaches of representations and warranties, (ii) notify investors of
alleged events of default, and (iii) abide by appropriate standards of care
following alleged events of default. Relief sought includes money damages in an
unspecified amount, reimbursement of expenses, and equitable relief. Other
cases alleging similar causes of action have been filed against Wells Fargo
Bank and other trustees in the District Court by RMBS investors in these and
other transactions, and these cases against Wells Fargo Bank are proceeding
before the same District Court judge. A similar complaint was also filed May
27, 2016 in New York state court by a different plaintiff investor. On January
19, 2016, an order was entered in connection with the Federal Court Complaint
in which the District Court declined to exercise jurisdiction over 261 trusts
at issue in the Federal Court Complaint; the District Court also allowed
plaintiffs to file amended complaints as to the remaining, non-dismissed trusts,
if they so chose, and three amended complaints have been filed. On December 17,
2016, the investor plaintiffs in the 261 trusts dismissed from the Federal
Court Complaint filed a new complaint in New York state court (the “State Court
Complaint”). In September 2017, Royal Park Investments SA/NV (“Royal Park”),
one of the plaintiffs in the District Court cases against Wells Fargo Bank,
filed a putative class action complaint relating to two trusts seeking
declaratory and injunctive relief and money damages based on Wells Fargo Bank’s
indemnification from trust funds for legal fees and expenses Wells Fargo Bank
incurs or has incurred in defending the District Court case filed by Royal
Park. With respect to the foregoing litigations, Wells Fargo Bank believes
plaintiffs' claims are without merit and intends to contest the claims
vigorously, but there can be no assurances as to the outcome of the litigations
or the possible impact of the litigations on Wells Fargo Bank or the RMBS
trusts.
Deutsche Bank Trust Company
Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been
sued by investors in civil litigation concerning their role as trustees of
certain RMBS trusts.
On June 18, 2014, a group of
investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors,
L.P., and others, filed a derivative action against DBNTC and DBTCA in New York
State Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the U.S.
Trust Indenture Act of 1939 (“TIA”), breach of contract, breach of fiduciary
duty and negligence based on DBNTC and DBTCA’s alleged failure to perform their
duties as trustees for the trusts. Plaintiffs subsequently dismissed their
state court complaint and filed a derivative and class action complaint in the
U.S. District Court for the Southern District of New York on behalf of and for
the benefit of 564 private-label RMBS trusts, which substantially overlapped
with the trusts at issue in the state court action. The complaint alleges that
the trusts at issue have suffered total realized collateral losses of U.S.
$89.4 billion, but the complaint does not include a demand for money damages in
a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19,
2016, the court partially granted the motion on procedural grounds: as to the
500 trusts that are governed by pooling and servicing agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive defenses
asserted in the motion to dismiss. On March 22, 2016, plaintiffs filed an
amended complaint in federal court. In the amended complaint, in connection
with 62 trusts governed by indenture agreements, plaintiffs assert claims for
breach of contract, violation of the TIA, breach of fiduciary duty, and breach
of duty to avoid conflicts of interest. The amended complaint alleges that the
trusts at issue have suffered total realized collateral losses of U.S. $9.8
billion, but the complaint does not include a demand for money damages in a sum
certain. On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss the
amended complaint. On January 23, 2017, the court granted in part and denied in
part DBNTC and DBTCA’s motion to dismiss. The court granted the motion to
dismiss with respect to plaintiffs’ conflict-of-interest claim, thereby
dismissing it, and denied the motion to dismiss with respect to plaintiffs’
breach of contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the parties
filed a joint stipulation and proposed order dismissing plaintiffs’ claim for
breach of fiduciary duty. On January 27, 2017, the court entered the parties’
joint stipulation and ordered that plaintiffs’ claim for breach of fiduciary
duty be dismissed. On February 3, 2017, following a hearing concerning DBNTC
and DBTCA’s motion to dismiss on February 2, 2017, the court issued a short
form order dismissing (i) plaintiffs’ representation and warranty claims as to
21 trusts whose originators and/or sponsors had entered bankruptcy and the
deadline for asserting claims against such originators and/or sponsors had
passed as of 2009 and (ii) plaintiffs’ claims to the extent they were premised
upon any alleged pre-event of default duty to terminate servicers. On March 27,
2017, DBNTC and DBTCA filed an answer to the amended complaint. On January 26,
2018, Plaintiffs filed a motion for class certification. The parties are
currently briefing the motion. Discovery is ongoing.
On March 25, 2016, the BlackRock
plaintiffs filed a state court action against DBTCA in the Superior Court of
California, Orange County with respect to 513 trusts. On May 18, 2016,
plaintiffs filed an amended complaint with respect to 465 trusts, and included
DBNTC as an additional defendant. The amended complaint asserts three
causes of action: breach of contract; breach of fiduciary duty; and breach
of the duty to avoid conflicts of interest. Plaintiffs purport to bring
the action on behalf of themselves and all other current owners of certificates
in the 465 trusts. The amended complaint alleges that the trusts at issue
have suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22, 2016,
DBNTC and DBTCA filed a demurrer as to Plaintiffs’ breach of fiduciary duty
cause of action and breach of the duty to avoid conflicts of interest cause of
action and motion to strike as to Plaintiffs’ breach of contract cause of
action. On October 18, 2016, the court granted DBNTC and DBTCA’s demurrer,
providing Plaintiffs with thirty days’ leave to amend, and denied DBNTC and
DBTCA’s motion to strike. Plaintiffs did not further amend their complaint and,
on December 19, 2016, DBNTC and DBTCA filed an answer to the amended complaint.
On January 17, 2018, Plaintiffs filed a motion for class certification. The
parties are currently briefing the motion. Discovery is ongoing.
On September 27, 2017, DBTCA was
added as a defendant to a case brought by certain special purpose entities
including Phoenix Light SF Limited in the U.S. District Court for the Southern
District of New York, in which the plaintiffs previously alleged incorrectly
that DBNTC served as trustee for all 43 of the trusts at issue. On September
27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a
defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43
trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’
third amended complaint brings claims for violation of the TIA; breach of
contract; breach of fiduciary duty; negligence and gross negligence; violation
of the Streit Act; and breach of the covenant of good faith. However, in the
third amended complaint, plaintiffs acknowledge that, before DBTCA was added to
the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross
negligence claims, Streit Act claims, claims for breach of the covenant of good
faith, and certain theories of plaintiffs’ breach of contract claims, and
plaintiffs only include these claims to preserve any rights on appeal.
Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13,
2017, DBNTC and DBTCA filed an answer to the third amended complaint. Discovery
is ongoing.
On November 30, 2017, DBTCA was
added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the
U.S. District Court for the Southern District of New York, in which Commerzbank
previously alleged incorrectly that DBNTC served as trustee for all 50 of the
trusts at issue. On November 30, 2017, Commerzbank filed a second amended
complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as
trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other
49 trusts at issue. Commerzbank’s second amended complaint brings claims for
violation of the TIA; breach of contract; breach of fiduciary duty; negligence;
violation of the Streit Act; and breach of the covenant of good faith. However,
in the second amended complaint, Commerzbank acknowledges that, before DBTCA
was added to the case, the court dismissed Commerzbank’s TIA claims for the
trusts governed by pooling and servicing agreements, as well as its Streit Act
claims and claims for breach of the covenant of good faith, and Commerzbank
only includes these claims to preserve any rights on appeal. The second amended
complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds
of millions of dollars in losses,” but the complaint does not include a demand
for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed
an answer to the second amended complaint. Discovery is ongoing.
On December 30, 2015, IKB
International, S.A. in Liquidation and IKB Deutsche Industriebank A.G.
(collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with
notice in the Supreme Court of the State of New York, New York County, against
DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its
complaint asserting claims for breach of contract, breach of fiduciary duty,
breach of duty to avoid conflicts of interest, violation of New York’s Streit
Act, violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5,
2016, DBNTC and DBTCA, together with several other trustees defending lawsuits
by IKB, filed a joint motion to dismiss. On January 6, 2017, IKB filed a notice
of discontinuance, voluntarily dismissing with prejudice all claims as to three
trusts. As of January 17, 2017, DBNTC and DBTCA’s motion to dismiss has been
briefed and is awaiting decision by the court. On June 20, 2017, the parties filed
a stipulation, voluntarily dismissing with prejudice all claims as to four
additional trusts. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA’s belief that it has no pending legal proceedings
(including, based on DBTCA’s present evaluation, the litigation disclosed in
the foregoing paragraphs) that would materially affect its ability to perform
its duties as trustee under the pooling and servicing agreement for the CGCMT
2015-GC33 Transaction.
Citibank, N.A. (“Citibank”) is
acting as certificate administrator of the CGCMT 2015-GC33
Transaction. In the ordinary course of business, Citibank is involved in a
number of legal proceedings, including in connection with its role as trustee
of certain RMBS transactions. Certain of these Citibank as trustee-related
matters are disclosed herein.
On June 18, 2014, a civil action
was filed against Citibank in the Supreme Court of the State of New York by a
group of investors in 48 private-label RMBS trusts for which Citibank allegedly
serves or did serve as trustee, asserting claims for purported violations of
the Trust Indenture Act of 1939 (the “Trust Indenture Act”), breach of
contract, breach of fiduciary duty and negligence based on Citibank’s alleged
failure to perform its duties as trustee for the 48 RMBS trusts. On November
24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a
smaller subset of similar plaintiff investors in 27 private-label RMBS trusts
for which Citibank allegedly serves or did serve as trustee, filed a new civil
action against Citibank in the United States District Court for the Southern
District of New York (“SDNY”) asserting similar claims as the prior action
filed in state court. In January 2015, the court closed plaintiffs’ original
state court action. On September 8, 2015, the federal court dismissed all
claims as to 24 of the 27 trusts and allowed certain of the claims to proceed
as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all
claims with respect to two of the three trusts. As to the one remaining trust
at issue, on April 7, 2017, Citibank filed a motion for summary judgment.
Plaintiffs filed its consolidated opposition brief and cross motion for partial
summary judgment on May 22, 2017. Briefing on those motions was completed on
August 4, 2017.
On November 24, 2015, the same
investors that brought the federal case brought a new civil action in the
Supreme Court of the State of New York related to 25 private-label RMBS trusts
for which Citibank allegedly serves or did serve as trustee. This case includes
the 24 trusts previously dismissed in the federal action, and one additional
trust. The investors assert claims for breach of contract, breach of fiduciary
duty, breach of duty to avoid conflicts of interest, and violation of New
York’s Streit Act (the “Streit Act”). Following oral argument on Citibank’s
motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. On
June 27, 2017, the state court issued a decision, dismissing the Event of
Default claims, mortgage-file-related claims, the fiduciary duty claims, and
the conflict of interest claims. The decision sustained certain breach of
contract claims including the claim alleging discovery of breaches of representations
and warranties, a claim related to robo-signing, and the implied covenant of
good faith claim. Citibank appealed the lower court’s decision, and on January
16, 2018, the Appellate Division, First Department, dismissed the claims
related to robo-signing and the implied covenant of good faith, but allowed
plaintiffs’ claim alleging discovery of breaches of representations and
warranties to proceed.
On August 19, 2015, the Federal
Deposit Insurance Corporation (“FDIC”), as receiver for a failed financial
institution, filed a civil action against Citibank in the SDNY. This action
relates to one private-label RMBS trust for which Citibank formerly served as
trustee. FDIC asserts claims for breach of contract, violation of the Streit
Act, and violation of the Trust Indenture Act. Citibank jointly briefed a
motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A.,
entities that have also been sued by FDIC in their capacity as trustee, and
these cases have all been consolidated in front of Judge Carter. On September
30, 2016, the Court granted Citibank’s motion to dismiss the complaint without
prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC
filed a motion for reargument or relief from judgment from the Court’s dismissal
order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration
regarding his dismissal of the action. He denied reconsideration of his
decision on standing, but granted leave to amend the complaint by October 9,
2017. The FDIC subsequently requested an extension of time to file its amended
complaint, which was granted. The FDIC filed its amended complaint on December
8, 2017.
There can be no assurances as to
the outcome of litigation or the possible impact of litigation on the trustee
or the RMBS trusts. However, Citibank denies liability and continues to
vigorously defend against these litigations. Furthermore, neither the
above-disclosed litigations nor any other pending legal proceeding involving
Citibank will materially affect Citibank’s ability to perform its duties as
certificate administrator under the pooling and servicing agreement for
the CGCMT 2015-GC33 Transaction.
Since 2014 various plaintiffs or
groups of plaintiffs, primarily investors, have filed claims against U.S. Bank
National Association (“U.S. Bank”), in its capacity as trustee or successor
trustee (as the case may be) under certain residential mortgage-backed
securities (“RMBS”) trusts. The plaintiffs or plaintiff groups have filed
substantially similar complaints against other RMBS trustees, including
Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The
complaints against U.S. Bank allege the trustee caused losses to investors as a
result of alleged failures by the sponsors, mortgage loan sellers and servicers
for these RMBS trusts and assert causes of action based upon the trustee's
purported failure to enforce repurchase obligations of mortgage loan sellers
for alleged breaches of representations and warranties concerning loan quality.
The complaints also assert that the trustee failed to notify securityholders of
purported events of default allegedly caused by breaches of servicing standards
by mortgage loan servicers and that the trustee purportedly failed to abide by
a heightened standard of care following alleged events of default.
Currently U.S. Bank is a defendant
in multiple actions alleging individual or class action claims against the
trustee with respect to multiple trusts as described above with the most
substantial case being: BlackRock Balanced Capital Portfolio et al v.
U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class
action alleging claims with respect to approximately 770 trusts) and its
companion case BlackRock Core Bond Portfolio et al v. U.S Bank National
Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in
the aforementioned Blackrock cases, as well as other trusts, are involved in
actions brought by separate groups of plaintiffs related to no more than 100
trusts per case.
U.S. Bank cannot assure you as to
the outcome of any of the litigation, or the possible impact of these
litigations on the trustee or the RMBS trusts. However, U.S. Bank denies
liability and believes that it has performed its obligations under the RMBS trusts
in good faith, that its actions were not the cause of losses to investors and
that it has meritorious defenses, and it intends to contest the plaintiffs’
claims vigorously.
On December 1, 2017, a complaint against CWCapital Asset
Management LLC (“CWCAM”) and others was filed in the United States District
Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd.
v. CWCapital Investments LLC, et al., No. 17-cv-9463. The gravamen of the
complaint alleges breaches of a contract and fiduciary duties by CWCAM’s
affiliate, CWCapital Investments LLC in its capacity as collateral manager for
the collateralized debt obligation transaction involving CWCapital Cobalt Vr
Ltd. In total, there are fourteen (14) counts pled in the complaint. Of those
14, five (5) claims are asserted against CWCAM for aiding and abetting breach
of fiduciary duty, conversion, and unjust enrichment. CWCAM denies the claims
and intends to vigorously defend itself against these claims.
Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.
The information regarding this Item has been previously
provided in a prospectus supplement of the Registrant relating to the issuing
entity filed on December 1, 2015 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.
The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O
to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the Hammons Hotel Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the CGCMT 2015-GC33 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the
pooling and servicing agreement for the CGCMT 2015-GC33 Transaction
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
CGCMT 2015-GC33 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).
The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the DoubleTree Hotel Universal
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the GSMS 2015-GC34 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the
pooling and servicing agreement for the GSMS 2015-GC34 Transaction incorporated
by reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the GSMS
2015-GC34 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).
The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the 590 Madison Avenue Mortgage Loan,
which is being serviced and administered pursuant to the trust and servicing
agreement for the GSMSC 2015-590M Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and
servicing agreement for the GSMSC 2015-590M Transaction incorporated by
reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the GSMSC
2015-590M Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).
The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the Element LA Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the CFCRE 2016-C3 Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Schedule II to the pooling and
servicing agreement for the CFCRE 2016-C3 Transaction incorporated by reference
as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the CFCRE 2016-C3 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits
to 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 of
this Annual Report on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
4.1
Pooling
and Servicing Agreement, dated as of November 1, 2015, by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor,
Wells Fargo Bank, National Association, as Certificate Administrator and Wilmington
Trust, National Association, as Trustee (filed as Exhibit 4.1 to the
registrant’s Current Report on Form 8-K filed on December 1, 2015 under
Commission File No. 333-191331-11 and incorporated by reference herein).
4.2
Pooling
and Servicing Agreement, dated as of September 1, 2015, by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Situs
Holdings, LLC, as Operating Advisor, Citibank, N.A., as Certificate
Administrator and Deutsche Bank Trust Company Americas, as Trustee (filed as
Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on December 1,
2015 under Commission File No. 333-191331-11 and incorporated by reference
herein).
4.3
Pooling
and Servicing Agreement, dated as of October 1, 2015, by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Pentalpha Surveillance LLC, as
Operating Advisor, U.S. Bank National Association, as Certificate Administrator
and U.S. Bank National Association, as Trustee (filed as Exhibit 4.4 to the
registrant’s Current Report on Form 8-K filed on December 1, 2015 under
Commission File No. 333-191331-11 and incorporated by reference herein).
4.4
Trust
and Servicing Agreement, dated as of November 10, 2015, by and among GS
Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, AEGON USA Realty Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.2 to
the registrant’s Current Report on Form 8-K filed on December 1, 2015 under
Commission File No. 333-191331-11 and incorporated by reference herein).
4.5
Pooling
and Servicing Agreement, dated as of January 1, 2016, by and among CCRE
Commercial Mortgage Securities, L.P., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Certificate Administrator, Paying Agent and Custodian,
Park Bridge Lender Services LLC, as Operating Advisor and Park Bridge Lender
Services LLC, as Asset Representations Reviewer (filed as Exhibit 4.1 to the
registrant’s Current Report on Form 8-K filed on February 3, 2016 under
Commission File No. 333-191331-11 and incorporated by reference herein).
4.6
Co-Lender
Agreement, dated as of September 23, 2015, by and among Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial
Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder,
and Goldman Sachs Mortgage Company, as Initial Note B Holder (filed as Exhibit
4.5 to the registrant’s Current Report on Form 8-K filed on December 1, 2015
under Commission File No. 333-191331-11 and incorporated by reference herein).
4.7
Co-Lender
Agreement, dated as of December 1, 2015, by and among Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial
Note A-2 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-3 Holder
(filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on December
1, 2015 under Commission File No. 333-191331-11 and incorporated by reference
herein).
4.8
Co-Lender
Agreement, dated as of December 1, 2015, by and among Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial
Note A-2 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-3 Holder
(filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on
December 1, 2015 under Commission File No. 333-191331-11 and incorporated by
reference herein).
4.9
Amended
and Restated Co-Lender Agreement, dated as of October 9, 2015, between Cantor
Commercial Real Estate Lending, L.P., as Initial Note A-1A Holder, Cantor
Commercial Real Estate Lending, L.P., as Initial Note A-1B Holder, Goldman
Sachs Mortgage Company, as Initial Note A-2A Holder, and Goldman Sachs Mortgage
Company, as Initial Note A-2B Holder (filed as Exhibit 4.8 to the registrant’s
Current Report on Form 8-K filed on December 1, 2015 under Commission File No.
333-191331-11 and incorporated by reference herein).
4.10
Co-Lender
Agreement, dated as of December 1, 2015, by and between Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as
Initial Note A-2 Holder (filed as Exhibit 4.9 to the registrant’s Current
Report on Form 8-K filed on December 1, 2015 under Commission File No.
333-191331-11 and incorporated by reference herein).
4.11
Co-Lender
Agreement, dated as of December 1, 2015, by and between Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as
Initial Note A-2 Holder (filed as Exhibit 4.10 to the registrant’s Current
Report on Form 8-K filed on December 1, 2015 under Commission File No.
333-191331-11 and incorporated by reference herein).
4.12
Co-Lender
Agreement, dated as of September 1, 2015, by and between Goldman Sachs Mortgage
Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial
Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder,
and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder (filed as
Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed on December
1, 2015 under Commission File No. 333-191331-11 and incorporated by reference
herein).
4.13
Amended
and Restated Co-Lender Agreement, dated as of December 1, 2015, by and among
U.S. Bank National Association, as Trustee, for the benefit of the registered
holders of the GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34, as Note A-1 Holder, Goldman Sachs
Mortgage Company, as Initial Note A-2 Holder, and Goldman Sachs Mortgage
Company, as Initial Note A-3 Holder (filed as Exhibit 4.12 to the registrant’s
Current Report on Form 8-K filed on December 1, 2015 under Commission File No.
333-191331-11 and incorporated by reference herein).
10.1
Mortgage
Loan Purchase Agreement, dated as of November 1, 2015, between GS Mortgage
Securities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit
10.1 to the registrant’s Current Report on Form 8-K filed on December 1, 2015
under Commission File No. 333-191331-11 and incorporated by reference herein).
10.2
Mortgage
Loan Purchase Agreement, dated as of November 1, 2015, between GS Mortgage
Securities Corporation II and Cantor Commercial Real Estate Lending, L.P.
(filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on
December 1, 2015 under Commission File No. 333-191331-11 and incorporated by
reference herein).
10.3
Primary
Servicing Agreement, dated as of January 1, 2016, by and between Wells Fargo
Bank, National Association, as Master Servicer, and Berkeley Point Capital LLC,
as Primary Servicer (filed as Exhibit 4.1 to the registrant’s Current Report on
Form 8-K filed on March 10, 2017 under Commission File No. 333-191331-11 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-backed
securities.
33.1
Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.2
Wells
Fargo Bank, National Association, as Special Servicer (filed as Exhibit 33.2 to
the Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.3
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes to the
Original 10-K.)
33.4
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 33.4 to the Original 10-K under Commission File No. 333-191331-11 and
incorporated by reference herein)
33.5
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 33.5 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.6
Situs
Holdings, LLC, as Operating Advisor (filed as Exhibit 33.6 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
33.7
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the South Plains Mall Mortgage Loan (filed as Exhibit 33.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.8
Wells
Fargo Bank, National Association, as Special Servicer of the South Plains Mall
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.9
Wilmington
Trust, National Association, as Trustee of the South Plains Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.10
Wells
Fargo Bank, National Association, as Certificate Administrator of the South
Plains Mall Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.11
Wells
Fargo Bank, National Association, as Custodian of the South Plains Mall
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.12
Situs
Holdings, LLC, as Operating Advisor of the South Plains Mall Mortgage Loan
(filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.13
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Westin Boston Waterfront Mortgage Loan (filed as Exhibit 33.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
33.14
Wells
Fargo Bank, National Association, as Special Servicer of the Westin Boston
Waterfront Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.15
Wilmington
Trust, National Association, as Trustee of the Westin Boston Waterfront
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.16
Wells
Fargo Bank, National Association, as Certificate Administrator of the Westin
Boston Waterfront Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
33.17
Wells
Fargo Bank, National Association, as Custodian of the Westin Boston Waterfront
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.18
Situs
Holdings, LLC, as Operating Advisor of the Westin Boston Waterfront Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.19
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Glenbrook Square Mortgage Loan (filed as Exhibit 33.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.20
Wells
Fargo Bank, National Association, as Special Servicer of the Glenbrook Square
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.21
Wilmington
Trust, National Association, as Trustee of the Glenbrook Square Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the Glenbrook
Square Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.23
Wells
Fargo Bank, National Association, as Custodian of the Glenbrook Square Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.24
Situs
Holdings, LLC, as Operating Advisor of the Glenbrook Square Mortgage Loan
(filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.25
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the GSA Portfolio Mortgage Loan (filed as Exhibit 33.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.26
Wells
Fargo Bank, National Association, as Special Servicer of the GSA Portfolio
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.27
Wilmington
Trust, National Association, as Trustee of the GSA Portfolio Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.28
Wells
Fargo Bank, National Association, as Certificate Administrator of the GSA
Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.29
Wells
Fargo Bank, National Association, as Custodian of the GSA Portfolio Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.30
Situs
Holdings, LLC, as Operating Advisor of the GSA Portfolio Mortgage Loan (filed
as Exhibit 33.6 to the Original 10-K under Commission File No. 333-191331-11
and incorporated by reference herein)
33.31
Wells
Fargo Bank, National Association, as Primary Servicer of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.32
LNR
Partners, LLC, as Special Servicer of the Hammons Hotel Portfolio Mortgage Loan
(filed as Exhibit 33.32 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.33
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.33 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.34
Citibank,
N.A., as Certificate Administrator of the Hammons Hotel Portfolio Mortgage Loan
(filed as Exhibit 33.34 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.35
Situs
Holdings, LLC, as Operating Advisor of the Hammons Hotel Portfolio Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.36
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hammons Hotel Portfolio Mortgage Loan (filed as Exhibit 33.36 to the Original
10-K under Commission File No. 333-191331-11 and incorporated by reference
herein)
33.37
National
Tax Search, LLC, as Servicing Function Participant of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.37 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.38
Wells
Fargo Bank, National Association, as Primary Servicer of the DoubleTree Hotel
Universal Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.39
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the DoubleTree Hotel Universal Mortgage Loan (filed as Exhibit 33.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
33.40
U.S.
Bank National Association, as Trustee, Certificate Administrator and Custodian
of the DoubleTree Hotel Universal Mortgage Loan (Omitted. See Explanatory Notes
to the Original 10-K.)
33.41
Pentalpha
Surveillance LLC, as Operating Advisor of the DoubleTree Hotel Universal
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.42
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
DoubleTree Hotel Universal Mortgage Loan (filed as Exhibit 33.36 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
33.43
National
Tax Search, LLC, as Servicing Function Participant of the DoubleTree Hotel
Universal Mortgage Loan (filed as Exhibit 33.37 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.44
Wells
Fargo Bank, National Association, as Primary Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.45
AEGON
USA Realty Advisors, LLC, as Special Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 33.45 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
33.46
Wilmington
Trust, National Association, as Trustee of the 590 Madison Avenue Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.47
Wells
Fargo Bank, National Association, as Certificate Administrator of the 590
Madison Avenue Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.48
Wells
Fargo Bank, National Association, as Custodian of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
33.49
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
590 Madison Avenue Mortgage Loan (filed as Exhibit 33.36 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
33.50
National
Tax Search, LLC, as Servicing Function Participant of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 33.37 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
33.51
Berkeley Point Capital LLC, as Primary Servicer of
the Element LA Mortgage Loan
33.52
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(filed as Exhibit 33.52 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.53
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.54
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
33.55
Wells
Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan
(filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.56
Park
Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage
Loan (filed as Exhibit 33.56 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
33.57
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Element LA Mortgage Loan (filed as Exhibit 33.36 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
33.58
National
Tax Search, LLC, as Servicing Function Participant of the Element LA Mortgage
Loan (filed as Exhibit 33.37 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34
Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.
34.1
Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 34.1 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.2
Wells
Fargo Bank, National Association, as Special Servicer (filed as Exhibit 34.2 to
the Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.3
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes to the
Original 10-K.)
34.4
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 34.4 to the Original 10-K under Commission File No. 333-191331-11 and
incorporated by reference herein)
34.5
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 34.5 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.6
Situs
Holdings, LLC, as Operating Advisor (filed as Exhibit 34.6 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
34.7
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the South Plains Mall Mortgage Loan (filed as Exhibit 34.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.8
Wells
Fargo Bank, National Association, as Special Servicer of the South Plains Mall
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.9
Wilmington
Trust, National Association, as Trustee of the South Plains Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.10
Wells
Fargo Bank, National Association, as Certificate Administrator of the South
Plains Mall Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.11
Wells
Fargo Bank, National Association, as Custodian of the South Plains Mall
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.12
Situs
Holdings, LLC, as Operating Advisor of the South Plains Mall Mortgage Loan
(filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.13
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Westin Boston Waterfront Mortgage Loan (filed as Exhibit 34.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
34.14
Wells
Fargo Bank, National Association, as Special Servicer of the Westin Boston
Waterfront Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.15
Wilmington
Trust, National Association, as Trustee of the Westin Boston Waterfront
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.16
Wells
Fargo Bank, National Association, as Certificate Administrator of the Westin
Boston Waterfront Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
34.17
Wells
Fargo Bank, National Association, as Custodian of the Westin Boston Waterfront
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.18
Situs
Holdings, LLC, as Operating Advisor of the Westin Boston Waterfront Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.19
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Glenbrook Square Mortgage Loan (filed as Exhibit 34.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.20
Wells
Fargo Bank, National Association, as Special Servicer of the Glenbrook Square
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.21
Wilmington
Trust, National Association, as Trustee of the Glenbrook Square Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the Glenbrook
Square Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.23
Wells
Fargo Bank, National Association, as Custodian of the Glenbrook Square Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.24
Situs
Holdings, LLC, as Operating Advisor of the Glenbrook Square Mortgage Loan
(filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.25
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the GSA Portfolio Mortgage Loan (filed as Exhibit 34.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.26
Wells
Fargo Bank, National Association, as Special Servicer of the GSA Portfolio
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.27
Wilmington
Trust, National Association, as Trustee of the GSA Portfolio Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.28
Wells
Fargo Bank, National Association, as Certificate Administrator of the GSA
Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.29
Wells
Fargo Bank, National Association, as Custodian of the GSA Portfolio Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.30
Situs
Holdings, LLC, as Operating Advisor of the GSA Portfolio Mortgage Loan (filed
as Exhibit 34.6 to the Original 10-K under Commission File No. 333-191331-11
and incorporated by reference herein)
34.31
Wells
Fargo Bank, National Association, as Primary Servicer of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.32
LNR
Partners, LLC, as Special Servicer of the Hammons Hotel Portfolio Mortgage Loan
(filed as Exhibit 34.32 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.33
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 34.33 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.34
Citibank,
N.A., as Certificate Administrator of the Hammons Hotel Portfolio Mortgage Loan
(filed as Exhibit 34.34 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.35
Situs
Holdings, LLC, as Operating Advisor of the Hammons Hotel Portfolio Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.36
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hammons Hotel Portfolio Mortgage Loan (filed as Exhibit 34.36 to the Original
10-K under Commission File No. 333-191331-11 and incorporated by reference
herein)
34.37
National
Tax Search, LLC, as Servicing Function Participant of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 34.37 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.38
Wells
Fargo Bank, National Association, as Primary Servicer of the DoubleTree Hotel
Universal Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.39
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the DoubleTree Hotel Universal Mortgage Loan (filed as Exhibit 34.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
34.40
U.S.
Bank National Association, as Trustee, Certificate Administrator and Custodian
of the DoubleTree Hotel Universal Mortgage Loan (Omitted. See Explanatory Notes
to the Original 10-K.)
34.41
Pentalpha
Surveillance LLC, as Operating Advisor of the DoubleTree Hotel Universal
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.42
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
DoubleTree Hotel Universal Mortgage Loan (filed as Exhibit 34.36 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
34.43
National
Tax Search, LLC, as Servicing Function Participant of the DoubleTree Hotel
Universal Mortgage Loan (filed as Exhibit 34.37 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.44
Wells
Fargo Bank, National Association, as Primary Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.45
AEGON
USA Realty Advisors, LLC, as Special Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 34.45 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
34.46
Wilmington
Trust, National Association, as Trustee of the 590 Madison Avenue Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.47
Wells
Fargo Bank, National Association, as Certificate Administrator of the 590
Madison Avenue Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.48
Wells
Fargo Bank, National Association, as Custodian of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
34.49
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
590 Madison Avenue Mortgage Loan (filed as Exhibit 34.36 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
34.50
National
Tax Search, LLC, as Servicing Function Participant of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 34.37 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
34.51
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 34.51 to the Original 10-K under Commission File No. 333-191331-11
and incorporated by reference herein)
34.52
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(filed as Exhibit 34.52 to the Original 10-K under Commission File No. 333-191331-11
and incorporated by reference herein)
34.53
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan (Omitted.
See Explanatory Notes to the Original 10-K.)
34.54
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
34.55
Wells
Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan
(filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.56
Park
Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage
Loan (filed as Exhibit 34.56 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
34.57
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Element LA Mortgage Loan (filed as Exhibit 34.36 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
34.58
National
Tax Search, LLC, as Servicing Function Participant of the Element LA Mortgage
Loan (filed as Exhibit 34.37 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
35
Servicer compliance statements.
35.1
Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 35.1 to the Original 10-K under Commission File No.
333-191331-11 and incorporated by reference herein)
35.2
Wells
Fargo Bank, National Association, as Special Servicer (filed as Exhibit 35.2 to
the Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
35.3
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 35.3 to the Original 10-K under Commission File No. 333-191331-11 and
incorporated by reference herein)
35.4
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the South Plains Mall Mortgage Loan (filed as Exhibit 35.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
35.5
Wells
Fargo Bank, National Association, as Special Servicer of the South Plains Mall
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
35.6
Wells
Fargo Bank, National Association, as Certificate Administrator of the South
Plains Mall Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.7
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Westin Boston Waterfront Mortgage Loan (filed as Exhibit 35.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
35.8
Wells
Fargo Bank, National Association, as Special Servicer of the Westin Boston
Waterfront Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
35.9
Wells
Fargo Bank, National Association, as Certificate Administrator of the Westin
Boston Waterfront Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K
under Commission File No. 333-191331-11 and incorporated by reference herein)
35.10
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Glenbrook Square Mortgage Loan (filed as Exhibit 35.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
35.11
Wells
Fargo Bank, National Association, as Special Servicer of the Glenbrook Square
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
35.12
Wells
Fargo Bank, National Association, as Certificate Administrator of the Glenbrook
Square Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.13
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the GSA Portfolio Mortgage Loan (filed as Exhibit 35.1 to the
Original 10-K under Commission File No. 333-191331-11 and incorporated by
reference herein)
35.14
Wells
Fargo Bank, National Association, as Special Servicer of the GSA Portfolio
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-191331-11 and incorporated by reference herein)
35.15
Wells
Fargo Bank, National Association, as Certificate Administrator of the GSA
Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.16
Wells
Fargo Bank, National Association, as Primary Servicer of the Hammons Hotel
Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.17
LNR
Partners, LLC, as Special Servicer of the Hammons Hotel Portfolio Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.18
Citibank,
N.A., as Certificate Administrator of the Hammons Hotel Portfolio Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.19
Wells
Fargo Bank, National Association, as Primary Servicer of the DoubleTree Hotel
Universal Mortgage Loan (filed as Exhibit 35.19 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.20
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the DoubleTree Hotel Universal Mortgage Loan (filed as Exhibit 35.1
to the Original 10-K under Commission File No. 333-191331-11 and incorporated
by reference herein)
35.21
U.S.
Bank National Association, as Certificate Administrator of the DoubleTree Hotel
Universal Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.22
Wells
Fargo Bank, National Association, as Primary Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 35.22 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
35.23
AEGON
USA Realty Advisors, LLC, as Special Servicer of the 590 Madison Avenue
Mortgage Loan (filed as Exhibit 35.23 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
35.24
Wells
Fargo Bank, National Association, as Certificate Administrator of the 590
Madison Avenue Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-191331-11 and incorporated by reference herein)
35.25
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 35.25 to the Original 10-K under Commission File No. 333-191331-11
and incorporated by reference herein)
35.26
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.27
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission
File No. 333-191331-11 and incorporated by reference herein)
(b) The exhibits required to be filed by the
Registrant pursuant to Item 601 of Regulation S-K are listed above and in the
Exhibit Index that immediately follows the signature page hereof.
(c) Not Applicable.
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)
Leah
Nivison, Chief Executive Officer
(senior officer in charge of securitization
of the depositor)
Date: August 3, 2018