Unassociated Document

STATE OF	)
	)	ss:
COUNTY OF	)

On this 22 day of September, 2014, before me, the undersigned, a Notary Public in and for the State of NY, duly commissioned and sworn, personally appeared Jerry Hirschkorn, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a Vice President of LNR Partners, LLC, a Florida limited liability company, the limited liability company described in and that executed the foregoing instrument; and that he/she signed his/her name thereto under authority of the board of directors of said limited liability company and on behalf of such limited liability company.

WITNESS my hand and seal hereto affixed the day and year first above written.

	/s/ Samantha Rae Gentile
	Notary Public in and for the State of New York
	SAMANTHA RAE GENTILE Notary Public, State of New York Registration # 01GE6293616 Qualified in Nassau County Commission Expires December 16, 2017

My Commission expires:

[NOTARIAL SEAL]

ACKNOWLEDGMENT

STATE OF California	)
	) ss.:
COUNTY OF San Francisco	)

On September 12, 2014 before me, Theresa R. Dye, Notary Public personally appeared George Wisniewski, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature	/s/ Theresa R. Dye
		THERESA R. DYE Commission # 2069588 Notary Public - California San Francisco County My Comm. Expires Jun 26, 2018

STATE OF	)
	)	ss:
COUNTY OF	)

On this 19th day of September, 2014, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a Vice President of Wells Fargo Bank, N.A., a national banking association, the entity described in and that executed the foregoing instrument; and that he/she signed his/her name thereto under authority of and on behalf of such entity.

WITNESS my hand and seal hereto affixed the day and year first above written.

	/s/ Janet M. Jolley
	Notary Public in and for the State of
	JANET M. JOLLEY Notary Public, State of New York No. 01JO6121000 Qualified in Kings County Commission Expires Jan 3, 2017

My Commission expires:

[NOTARIAL SEAL]

STATE OF KANSAS	)
	)	ss:
COUNTY OF JOHNSON	)

On this 22nd day of September, 2014, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President of Midland Loan Services, a Division of PNC Bank National Association, a national banking association described in and that executed the foregoing instrument; and that he signed his name thereto under authority of the board of directors of said national banking association and on behalf of such national banking association.

WITNESS my hand and seal hereto affixed the day and year first above written.

	/s/ Brent Kinder
	Notary Public in and for the State of Kansas
	BRENT KINDER NOTARY PUBLIC - State of Kansas My Appt. Exp. January 30, 2018

My Commission expires:

[NOTARIAL SEAL]

STATE OF	)
	)	ss:
COUNTY OF	)

WITNESS my hand and seal hereto affixed the day and year first above written.

	/s/ Janet M. Jolley
	Notary Public in and for the State of
	JANET M. JOLLEY Notary Public, State of New York No. 01JO6121000 Qualified in Kings County Commission Expires Jan 3, 2017

My Commission expires:

[NOTARIAL SEAL]

EXHIBIT A-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-1

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

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GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-1

Pass-Through Rate: 1.509%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-1 Certificates: $43,288,000		Scheduled Final Distribution Date: the Distribution Date in July 2019

CUSIP: 36253G AA0		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAA04
Common Code: 111419965

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.

A-1-2

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.

Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.

A-1-3

interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.

This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.

As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.

Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;

(iii)

to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(iv)

A-1-4

provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;

(v)

to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;

(vi)

to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;

(vii)

to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan Holder; and

(viii)

in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);

provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.

A-1-5

66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:

(i)

reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder of a Companion Loan without the consent of that holder;

(ii)

reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of each Companion Loan Holder, as applicable;

(iii)

change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

The Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Whole Loans, subject to certain rights of the related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,

A-1-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

A-1-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-1-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-1-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.

	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-1-10

EXHIBIT A-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-2

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-2-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-2

Pass-Through Rate: 3.104%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-2 Certificates: $53,778,000		Scheduled Final Distribution Date: the Distribution Date in August 2019

CUSIP: 36253G AB8		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAB86
Common Code: 111422028

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-2-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-2-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-2-4

(v)

(vi)

(vii)

(viii)

A-2-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-2-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-2-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-2-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-2-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-2-10

EXHIBIT A-3

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-3

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-3-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-3

Pass-Through Rate: 3.342%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates: $22,590,000		Scheduled Final Distribution Date: the Distribution Date in July 2021

CUSIP: 36253G AC6		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAC69
Common Code: 111423156

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-3-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-3-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-3-4

(v)

(vi)

(vii)

(viii)

A-3-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-3-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-3-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-3-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-3-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-3-10

EXHIBIT A-4

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-4

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-4-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-4

Pass-Through Rate: 3.666%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-4 Certificates: $270,000,000		Scheduled Final Distribution Date: the Distribution Date in August 2024

CUSIP: 36253G AD4		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAD43
Common Code: 111422036

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-4-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-4-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-4-4

(v)

(vi)

(vii)

(viii)

A-4-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-4-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-4-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-4-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-4-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-4-10

EXHIBIT A-5

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-5

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-5-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-5

Pass-Through Rate: 3.931%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-5 Certificates: $282,234,000		Scheduled Final Distribution Date: the Distribution Date in August 2024

CUSIP: 36253G AE2		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAE26
Common Code: 111422044

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-5 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-5-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-5-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-5-4

(v)

(vi)

(vii)

(viii)

A-5-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-5-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-5-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-5-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-5-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-5-10

EXHIBIT A-6

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-AB

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-6-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-AB

Pass-Through Rate: 3.650%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-AB Certificates: $80,155,000		Scheduled Final Distribution Date: the Distribution Date in June 2024

CUSIP: 36253G AF9		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAF90
Common Code: 111422052

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-6-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-6-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-6-4

(v)

(vi)

(vii)

(viii)

A-6-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-6-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-6-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-AB Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-6-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-6-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-6-10

EXHIBIT A-7

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS X-A

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5 AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-7-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS X-A

Pass-Through Rate: Variable IO1

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Notional Amount of the Class X-A Certificates: $800,391,000		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AG7		Initial Notional Amount of this Certificate: $[ ]
ISIN: US36253GAG73
Common Code: 111422079

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

1 The approximate Pass-Through Rate as of the Closing Date is 0.904%.

A-7-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-7-3

each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-7-4

counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;

(v)

(vi)

(vii)

(viii)

A-7-5

adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-7-6

A-7-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-7-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-7-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-7-10

EXHIBIT A-8

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS X-B

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-8-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS X-B

Pass-Through Rate: Variable IO1

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Notional Amount of the Class X-B Certificates: $83,262,000		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AH5		Initial Notional Amount of this Certificate: $[ ]
ISIN: US36253GAH56

Common Code: 111422087

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

1 The initial approximate Pass-Through Rate as of the Closing Date is 0.021%.

A-8-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-8-3

each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-8-4

(v)

(vi)

(vii)

(viii)

A-8-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-8-6

A-8-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-8-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-8-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-8-10

EXHIBIT A-9

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS X-C

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-9-1

(A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

THIS CLASS X-C CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

A-9-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS X-C

Pass-Through Rate: Variable IO1

First Distribution Date: October 10, 2014	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Notional Amount of the Class X-C Certificates: $21,487,000	Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AN22 U04045 AA53 36253G AP74	Initial Notional Amount of this Certificate: $[ ]
ISIN: US36253GAN255 USU04045AA596 US36253GAP727

Common Code: 111422397

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,

1 The initial approximate Pass-Through Rate as of the Closing Date is 0.939%.

2 For Rule 144A Certificates

3 For Regulation S Certificates

4 For IAI Certificates

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

A-9-3

Class X-B, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class X-C Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-9-4

Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-9-5

(iii)

(iv)

to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;

(v)

(vi)

(vii)

(viii)

A-9-6

Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-9-7

related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-9-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-C Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class X-C Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-9-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ___________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class X-C Certificate of the entire Percentage Interest represented by the within Class X-C Certificates to the above-named Assignee(s) and to deliver such Class X-C Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-9-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

By:
[Please print or type name(s)]

Title

Taxpayer Identification Number

A-9-11

EXHIBIT A-10

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS X-D

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS F AND CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-10-1

THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-10-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS X-D

Pass-Through Rate: Variable IO1

First Distribution Date: October 10, 2014	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Notional Amount of the Class X-D Certificates: $53,717,868	Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AQ52 U04045 AB33 36253G AR34	Initial Notional Amount of this Certificate: $[ ]
ISIN: US36253GAQ555 USU04045AB336 US36253GAR397

Common Code: 111422435

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,

1 The initial approximate Pass-Through Rate as of the Closing Date is 0.939%.

2 For Rule 144A Certificates

3 For Regulation S Certificates

4 For IAI Certificates

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

A-10-3

Class X-B, Class X-C, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-10-4

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-10-5

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-10-6

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-10-7

A-10-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-D Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class X-D Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-10-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-10-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:

By:

[Please print or type name(s)]

Title

Taxpayer Identification Number

A-10-11

EXHIBIT A-11

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS A-S

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-11-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS A-S

Pass-Through Rate: The lesser of 4.162% per annum and the WAC Rate

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class A-S Certificates: $48,346,000. The Aggregate Initial Certificate Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AJ1 ISIN: US36253GAJ13		Initial Certificate Principal Amount of this Certificate: $[ ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)

Common Code: 111419973

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-11-2

as Master Servicer, and LNR Partners, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-11-3

In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-11-4

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-11-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-11-6

A-11-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-S Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-11-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-11-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-11-10

EXHIBIT A-12

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS B

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-12-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS B

Pass-Through Rate: The WAC Rate minus 0.021%1

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class B Certificates: $83,262,000. The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AK8 ISIN: US36253GAK85		Initial Certificate Principal Amount of this Certificate: $[ ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)

Common Code: 111422095

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

1 The initial approximate Pass-Through Rate as of the Closing date is 4.507%.

A-12-2

Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-12-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-12-4

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-12-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-12-6

A-12-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-12-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ _________________________________ ___________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-12-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-12-10

EXHIBIT A-13

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS PEZ

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-13-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS PEZ

Pass-Through Rate: N/A. The Class PEZ Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class PEZ Certificates

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $173,239,000. The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AL6 ISIN: US36253GAL68		Initial Certificate Principal Amount of this Certificate: $[ ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)

Common Code: 111419981

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class PEZ Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class PEZ Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

A-13-2

This Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class PEZ Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-13-3

surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement.

A-13-4

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-13-5

necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-13-6

A-13-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class PEZ Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class PEZ Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-13-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ _________________________________ ___________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class PEZ Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented by the within Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-13-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-13-10

EXHIBIT A-14

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS C

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

2 Global Certificate legend.

A-14-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS C

Pass-Through Rate: The WAC Rate1

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class C Certificates: $41,631,000. The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AM4 ISIN: US36253GAM42		Initial Certificate Principal Amount of this Certificate: $[ ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)

Common Code: 111422109

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class D, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

1 The initial approximate Pass-Through Rate as of the Closing date is 4.528%

A-14-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-14-3

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-14-4

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-14-5

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-14-6

A-14-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-14-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-14-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-14-10

EXHIBIT A-15

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS D

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-15-1

A-15-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS D

Pass-Through Rate: The WAC Rate1

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class D Certificates: $73,862,000		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AS12 U04045 AC13 36253G AT94		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAS125 USU04045AC166 US36253GAT947

Common Code: 111422460

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,

1 The initial approximate Pass-Through Rate as of the Closing date is 4.528%

2 For Rule 144A Certificates

3 For Regulation S Certificates

4 For IAI Certificates

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

A-15-3

Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class E, Class F, Class G, Class R and Class S Certificates (together with the Class D Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-15-4

within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

A-15-5

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-15-6

necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-15-7

A-15-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-15-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ___________________________________ _________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-15-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-15-11

EXHIBIT A-16

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS E

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-16-1

A-16-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS E

Pass-Through Rate: 3.589%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class E Certificates: $21,487,000		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AU61 U04045 AD92 36253G AV43		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAU674 USU04045AD985 US36253GAV416

Common Code: 111422478

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class F, Class G, Class R and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-16-3

Class S Certificates (together with the Class E Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-16-4

accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-16-5

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-16-6

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-16-7

A-16-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-16-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-16-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-16-11

EXHIBIT A-17

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS F

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-17-1

A-17-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS F

Pass-Through Rate: 3.589%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class F Certificates: $14,632,000		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AW21 U04045 AE72 36253G AX03		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAW244 USU04045AE715 US36253GAX076

Common Code: 111422516

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class G, Class R and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-17-3

Class S Certificates (together with the Class F Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-17-4

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-17-5

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-17-6

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-17-7

A-17-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-17-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ________________________________ ____________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-17-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-17-11

EXHIBIT A-18

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS G

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

1 Temporary Regulation S Global Certificate legend.

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

3 Global Certificate legend.

A-18-1

A-18-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS G

Pass-Through Rate: 3.589%

First Distribution Date: October 10, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

Aggregate Initial Certificate Principal Amount of the Class G Certificates: $39,085,868		Scheduled Final Distribution Date: the Distribution Date in September 2024

CUSIP: 36253G AY81 U04045 AF42 36253G AZ53		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36253GAY894 USU04045AF475 US36253GAZ546

Common Code: 111422869

No.: 1

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F , Class R and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-18-3

Class S Certificates (together with the Class G Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-18-4

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

A-18-5

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-18-6

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-18-7

A-18-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-18-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ __________________________________ __________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-18-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-18-11

EXHIBIT A-19

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS R

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A

A-19-1

DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.

A-19-2

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS R

Percentage Interest: [ ]%

Cut-Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

CUSIP: 36253G BC51 U04045 AH02 36253G BD33
ISIN: US36253GBC504 USU04045AH035 US36253GBD346

No.: 1

This certifies that [ ] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G and Class S Certificates (together with the Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

1 For Rule 144A Certificates

2 For Regulation SCertificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-19-3

This Certificate represents the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

A-19-4

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

A-19-5

(v)

(vi)

(vii)

(viii)

A-19-6

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-19-7

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-19-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-19-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ __________________________________ __________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-19-10

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-19-11

EXHIBIT A-20

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC24, CLASS S

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

A-20-1

GS MORTGAGE SECURITIES TRUST 2014-GC24

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC24, CLASS S

Percentage Interest: [ ]%

Cut Off Date: With respect to each Mortgage Loan, the Due Date in September 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).

CUSIP: 36253G BA91 U04045 AG22 36253G BB73
ISIN: US36253GBA944 USU04045AG205 US36253GBB776

No.: 1

This certifies that [ ] [as nominee] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G and Class R Certificates (together with the Class S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-20-2

This Certificate represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2014 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, allocable to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class S Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.

This Certificate is limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.

A-20-3

month of substitution); (iii) any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.

(i)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan Holder;

(ii)

(iii)

(iv)

to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a

A-20-4

grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;

(v)

(vi)

(vii)

(viii)

A-20-5

Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:

(i)

(ii)

(iii)

(iv)

change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;

(v)

(vi)

adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;

(vii)

adversely affect a Companion Loan Holder in its capacity as such without its consent; or

(viii)

change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.

A-20-6

remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).

A-20-7

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class S Certificate to be duly executed.

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: ______________

CERTIFICATE OF AUTHENTICATION

This is one of the Class S Certificates referred to in the Pooling and Servicing Agreement.

Dated: ______________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-20-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class S Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:

Date: _________________

Signature by or on behalf of Assignor(s)

Taxpayer Identification Number

A-20-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of distribution:


	By:
		[Please print or type name(s)]

		Title

		Taxpayer Identification Number

A-20-10

EXHIBIT B

MORTGAGE LOAN SCHEDULE

Control Number	Footnotes	Loan Number	Property Name	Address	City	State	Zip Code	Cut-Off Date Balance ($)	Mortgage Loan Rate (%)	Remaining Term To Maturity / ARD (Mos.)	Maturity Date / ARD	Remaining Amortization Term (Mos.)	Servicing Fee Rate (%)
1	1	7570	Stamford Plaza Portfolio					140,000,000	4.58500%	119	8/6/2024	360	0.01000%
1.01		9130	Two Stamford Plaza	281 Tresser Boulevard	Stamford	Connecticut	06901
1.02		9132	Four Stamford Plaza	107 Elm Street	Stamford	Connecticut	06902
1.03		8937	One Stamford Plaza	263 Tresser Boulevard	Stamford	Connecticut	06901
1.04		9131	Three Stamford Plaza	301 Tresser Boulevard	Stamford	Connecticut	06901
2		5J4DX5	Coastal Grand Mall	2000 Coastal Grand Circle	Myrtle Beach	South Carolina	29577	125,821,239	4.08650%	119	8/6/2024	359	0.01000%
3	2	8555	Beverly Connection	100 North La Cienega Boulevard	Los Angeles	California	90048	87,500,000	4.63800%	119	8/6/2024	0	0.01000%
4		5JYEH3	Asheville Self Storage Portfolio					47,249,999	5.31100%	119	8/6/2024	360	0.01000%
4.01		5JYEH3-1	3909 Sweeten Creek Road	3909 Sweeten Creek Road	Arden	North Carolina	28704
4.02		5JYEH3-2	90 Highland Center Boulevard	90 Highland Center Boulevard	Asheville	North Carolina	28806
4.03		5JYEH3-3	17-19 Chaparral Drive	17 and 19 Chaparral Drive	Asheville	North Carolina	28803
4.04		5JYEH3-4	600 Patton Avenue	600 Patton Avenue	Asheville	North Carolina	28806
4.05		5JYEH3-5	550 Swannanoa River Road	550 Swannanoa River Road	Asheville	North Carolina	28805
4.06		5JYEH3-6	40 Wilmington Street	40 Wilmington Street	Asheville	North Carolina	28806
4.07		5JYEH3-7	102 Glover Street	102 Glover Street	Hendersonville	North Carolina	28792
4.08		5JYEH3-8	21 Sardis Road	21 Sardis Road	Asheville	North Carolina	28806
4.09		5JYEH3-9	127 Sweeten Creek Road	127 Sweeten Creek Road	Asheville	North Carolina	28803
4.10		5JYEH3-10	1130 Sweeten Creek Road	1130 Sweeten Creek Road	Asheville	North Carolina	28803
4.11		5JYEH3-11	1931 Spartanburg Highway	1931 Spartanburg Highway	Hendersonville	North Carolina	28792
4.12		5JYEH3-12	2594 Sweeten Creek Road	2594 Sweeten Creek Road	Asheville	North Carolina	28803
5		1	FedEx Distribution Center	111 Fulling Mill Road	Middletown	Pennsylvania	17057	33,466,000	4.60900%	120	9/6/2024	360	0.01000%
6			850 Winter Street	850-852 Winter Street	Waltham	Massachusetts	02451	29,250,000	3.91650%	120	9/6/2024	0	0.01000%
7			The Clusters	4415 Northcrest Drive	Midland	Texas	79707	27,950,000	4.48600%	118	7/6/2024	360	0.01000%
8		8908	Hampton Inn & Suites - Yonkers	160 Corporate Drive	Yonkers	New York	10701	25,750,000	4.80000%	120	9/6/2024	360	0.01000%
9		5JYF17	Villa Encanto	4315 East Thunderbird Road	Phoenix	Arizona	85032	25,700,000	4.52500%	120	9/6/2024	360	0.01000%
10			Towers Shopping Center	2121 Colonial Avenue Southwest	Roanoke	Virginia	24015	24,000,000	4.10900%	118	7/6/2024	0	0.01000%
11		9054	Highlands Campus Tech Center	21222, 21312 & 21522 30th Drive Southeast	Bothell	Washington	98021	23,350,000	4.34000%	82	7/6/2021	360	0.01000%
12		9A4L07	Bridgestone Apartments	2640 Lakebridge Lane	Hilliard	Ohio	43026	22,500,000	4.61778%	119	8/6/2024	360	0.01000%
13		7706	Loganberry Ridge & Parkside Garden Apartments					17,200,000	4.57000%	120	9/6/2024	360	0.01000%
13.01		9087	Loganberry Ridge Apartments	26720 Whiteway Drive	Richmond Heights	Ohio	44143
13.02		9135	Parkside Garden Apartments	1557 Knuth Avenue	Euclid	Ohio	44132
14		2	Van Ness Portfolio-Brandondale MHC	1 Kelly Road	Chaska	Minnesota	55318	16,880,967	4.75000%	119	8/6/2024	359	0.01000%
15	3		Arbutus Shopping Center	1052 Maiden Choice Lane	Arbutus	Maryland	21227	16,500,000	4.48400%	120	9/6/2024	360	0.01000%
16		3	Simply Self Storage - Hermitage, Gallatin & Clarksville					15,600,000	4.61900%	120	9/6/2024	360	0.01000%
16.01		3.01	Simply Self Storage - Hermitage	4060 Andrew Jackson Parkway	Hermitage	Tennessee	37076
16.02		3.03	Simply Self Storage - Clarksville	2598 Pea Ridge Road	Clarksville	Tennessee	37040
16.03		3.02	Simply Self Storage - Gallatin	465 North Belvedere Drive	Gallatin	Tennessee	37066
17		5JYEB6	City Warehouse	5200 East Grand Avenue	Dallas	Texas	75223	14,500,000	4.28850%	119	8/6/2024	300	0.01000%
18		9A69O6	Victoria Village Apartments	1705 Jenkins Road	Pasadena	Texas	77506	12,977,410	4.31650%	59	8/6/2019	299	0.01000%
19		4	Schirm Farm Apartments	6354 Saddler Way	Canal Winchester	Ohio	43110	12,000,000	4.40300%	59	8/6/2019	360	0.01000%
20			5th & K Street	333 5th Avenue	San Diego	California	92101	12,000,000	4.51000%	120	9/6/2024	360	0.01000%
21		5JW520	The Grove	345-445 West Craig Road	North Las Vegas	Nevada	89032	11,625,000	4.36950%	120	9/6/2024	360	0.01000%
22		5	Summerstone Apartments	2301 L. Don Dodson Drive	Bedford	Texas	76021	11,400,000	4.45700%	119	8/6/2024	360	0.01000%
23			MHG Hotel Portfolio					11,050,000	5.05000%	120	9/6/2024	300	0.01000%
23.01			Holiday Inn Chicago/Aurora	2424 West Sullivan Road	Aurora	Illinois	60506
23.02			Fairfield Inn & Suites Noblesville	17960 Foundation Drive	Noblesville	Indiana	46060
24			The Pines Apartments of Graham	720 Ivey Road	Graham	North Carolina	27253	10,500,000	4.83000%	118	7/6/2024	360	0.01000%
25			Union Parkade	1150 Union Street	West Springfield	Massachusetts	01089	10,500,000	4.60000%	120	9/6/2024	360	0.01000%
26		9039	Hampton Inn & Suites Fargo	4776 Agassiz Crossing South	Fargo	North Dakota	58104	10,483,621	4.93000%	119	8/6/2024	299	0.01000%
27		6	Holiday Inn Express Corvallis	781 Northeast 2nd Street	Corvallis	Oregon	97330	10,188,378	4.69900%	119	8/6/2024	359	0.01000%
28	4		Central Coast Self Storage	Various	Various	California	Various	9,861,135	4.45150%	118	7/6/2024	358	0.01000%
29		7	Simply Self Storage - Hendersonville & Franklin					9,600,000	4.61900%	120	9/6/2024	360	0.01000%
29.01		7.02	Simply Self Storage - Franklin	1903 Columbia Avenue	Franklin	Tennessee	37064
29.02		7.01	Simply Self Storage - Hendersonville	1066 West Main Street	Hendersonville	Tennessee	37075
30		8	Pangea 8 Portfolio					9,250,000	4.56000%	120	9/6/2024	360	0.01000%
30.01		8.04	8000-8012 South Maryland Avenue	8000-8012 South Maryland Avenue	Chicago	Illinois	60619
30.02		8.12	6829 South King Drive	6829 South King Drive	Chicago	Illinois	60637
30.03		8.13	7057 South Princeton Avenue	7057 South Princeton Avenue	Chicago	Illinois	60621
30.04		8.14	7400 South Rhodes Avenue	7400 South Rhodes Avenue	Chicago	Illinois	60619
30.05		8.02	7914 West Hermitage Avenue	7914 West Hermitage Avenue	Chicago	Illinois	60620
30.06		8.06	7101 South Artesian Avenue	7101 South Artesian Avenue	Chicago	Illinois	60629
30.07		8.08	634 Sibley Boulevard	634 Sibley Boulevard	Calumet City	Illinois	60409
30.08		8.09	1501 State Street	1501 State Street	Calumet City	Illinois	60409
30.09		8.11	7354-7358 South Dorchester Avenue	7354-7358 South Dorchester Avenue	Chicago	Illinois	60619
30.10		8.15	1249 South Fairfield Avenue	1249 South Fairfield Avenue	Chicago	Illinois	60608
30.11		8.16	102 South 17th Avenue	102 South 17th Avenue	Maywood	Illinois	60153
30.12		8.18	14101 South Atlantic Avenue	14101 South Atlantic Avenue	Riverdale	Illinois	60827
30.13		8.03	7953 South Wolcott Avenue	7953 South Wolcott Avenue	Chicago	Illinois	60620
30.14		8.05	8014 South Maryland Avenue	8014 South Maryland Avenue	Chicago	Illinois	60619
30.15		8.01	1615-1621 West 77th Street	1615-1621 West 77th Street	Chicago	Illinois	60620
30.16		8.07	12507 South Ashland Avenue	12507 South Ashland Avenue	Calumet Park	Illinois	60827
30.17		8.1	5658 South Peoria Street	5658 South Peoria Street	Chicago	Illinois	60621
30.18		8.17	812 South 19th Avenue	812 South 19th Avenue	Maywood	Illinois	60153
31		8893	Old Spanish Trail Crossing	9525, 9545, and 9565 East Old Spanish Trail	Tucson	Arizona	85748	8,925,000	4.53000%	118	7/6/2024	360	0.00500%
32		9	Hurstbourne Business Park Portfolio					8,900,000	4.52900%	120	9/6/2024	360	0.01000%
32.01		9.01	Hurstbourne Business Park	310 & 312 Whittington Parkway and 9110, 9112, 9114 & 9116 Leesgate Road	Louisville	Kentucky	40222
32.02		9.02	9505 Williamsburg	9505 Williamsburg Plaza	Louisville	Kentucky	40222
33		7604	Tellus AL-TX Portfolio					8,830,163	4.78000%	118	7/6/2024	358	0.01000%
33.01		9067	Daphne Self Storage	25361 U.S. Highway 98	Daphne	Alabama	36526
33.02		8974	Arlington Park Self Storage	106 Arlington Drive	Madison	Alabama	35758
33.03		9068	Hawn Freeway Self Storage	7979 C F Hawn Freeway	Dallas	Texas	75217
34		10	AmeriCenters 3 Portfolio					8,590,850	4.99500%	119	8/6/2024	359	0.01000%
34.01		10.03	AmeriCenter Bloomfield	7 West Square Lake Road	Bloomfield Township	Michigan	48302
34.02		10.01	AmeriCenter Southfield	26677 West Twelve Mile Road	Southfield	Michigan	48034
34.03		10.02	AmeriCenter Schaumburg	1320 Tower Road	Schaumburg	Illinois	60173
35		8968	611 Church Street	611 Church Street	Ann Arbor	Michigan	48104	8,550,000	4.65000%	120	9/6/2024	360	0.01000%
36		8973	1300 Guadalupe	1300 Guadalupe Street	Austin	Texas	78701	8,215,000	4.15000%	59	8/6/2019	0	0.01000%
37		11	Holiday Inn Express Utica	23 Wells Avenue	Utica	New York	13502	8,150,000	4.72300%	120	9/6/2024	300	0.01000%
38		8533	12000 Edgewater	12000 Edgewater Drive	Lakewood	Ohio	44107	7,500,000	5.16000%	59	8/6/2019	360	0.01000%
39		12	19Twenty Apartments	1920 North Ruddell Street	Denton	Texas	76209	7,250,000	4.79000%	120	9/6/2024	360	0.01000%
40			Millpond Village Apartments	1080 West Kaibab Lane	Flagstaff	Arizona	86001	7,250,000	4.80000%	120	9/6/2024	360	0.00500%
41		9AKR23	Phoenix Industrial	4201, 4239 and 4245 North 39th Avenue	Phoenix	Arizona	85019	7,050,000	4.40000%	120	9/6/2024	360	0.01000%
42		9070	Sher Lane	7672-7746 Edinger Avenue	Huntington Beach	California	92647	7,000,000	4.29000%	120	9/6/2024	0	0.01000%
43	5	13	Van Ness Portfolio-Commanders Palace MHC	6801 19th Street	Lubbock	Texas	79407	5,690,000	4.82000%	120	9/6/2024	360	0.01000%
44	5	14	Van Ness Portfolio-Camelot Village MHP & RV Park	6001 34th Street	Lubbock	Texas	79407	1,280,000	4.82000%	120	9/6/2024	360	0.01000%
45		15	Courtyard Gulf Shores	3750 Gulf Shores Parkway	Gulf Shores	Alabama	36542	6,900,000	4.61000%	120	9/6/2024	330	0.01000%
46		16	Central Business Park	21286-21314, 21355,21500 and 21635-21683 Melrose Avenue	Southfield	Michigan	48075	6,640,739	5.54600%	119	8/6/2024	299	0.00500%
47		5JV504	Broadway Self Storage	1699 South Broadway	Denver	Colorado	80210	6,500,000	4.12600%	118	7/6/2024	0	0.01000%
48		9A69P3	Victoria Villa Apartments	5710 & 5720 Glenmont Drive	Houston	Texas	77081	6,488,821	4.37650%	59	8/6/2019	299	0.01000%
49		8979	Pompano Merchandise Mart	2099 & 2101 West Atlantic Boulevard	Pompano Beach	Florida	33069	6,400,000	4.71000%	120	9/6/2024	360	0.00500%
50		17	Hampton Inn Fort Worth	6555 Park Brook	Forest Hill	Texas	76140	6,293,175	4.91800%	119	8/6/2024	359	0.01000%
51		18	The Brittany Apartments	706 Huffman Mill Road	Burlington	North Carolina	27215	6,289,561	4.59000%	119	8/6/2024	299	0.01000%
52		19	Northpark Calabasas	24007 & 24009 Ventura Boulevard	Calabasas	California	91302	6,000,000	4.71500%	120	9/6/2024	360	0.01000%
53			Shops at Silver Hill	5801 Silver Hill Road	District Heights	Maryland	20747	5,900,000	4.42450%	119	8/6/2024	300	0.01000%
54		9021	Tops - Erie, PA	1702 East 38th Street	Erie	Pennsylvania	16510	5,843,517	4.82000%	119	8/6/2024	359	0.01000%
55		9089	The Shoppes of North Port	14809 Tamiami Trail	North Port	Florida	34287	5,700,000	4.50000%	119	8/6/2024	360	0.01000%
56		20	Danville Village Power Center	2917 North Vermilion Street	Danville	Illinois	61832	5,693,625	4.78000%	119	8/6/2024	359	0.01000%
57		5JYEJ9	Westwind Marketplace	4319, 4325-4337 and 4417-4435 Centennial Boulevard	Colorado Springs	Colorado	80907	5,293,592	4.43550%	119	8/6/2024	359	0.01000%
58			Westview Corner	5213 Presidents Court	Frederick	Maryland	21703	5,250,000	4.42450%	119	8/6/2024	300	0.01000%
59		9035	Holiday Inn Express - Kannapolis, NC	2491 Wonder Drive Northeast	Kannapolis	North Carolina	28083	4,544,769	4.66000%	59	8/6/2019	359	0.01000%
60		21	3100 Weslayan Office	3100 Weslayan Street	Houston	Texas	77027	4,300,000	4.66000%	119	8/6/2024	360	0.01000%
61			The Vantage Office Condominium	8191 Strawberry Lane	Falls Church	Virginia	22042	4,195,034	4.53550%	119	8/6/2024	359	0.01000%
62		22	Rite Aid Grand Blanc	1020 East Hill Road	Grand Blanc	Michigan	48439	4,168,755	5.16100%	119	8/6/2024	299	0.01000%
63		5JXVM5	Graham Town Center	9807-9915 224th Street East	Graham	Washington	98338	3,675,000	4.79950%	119	8/6/2024	360	0.00500%
64			Harrison Avenue Office	1901 & 1903 North Harrison Avenue	Cary	North Carolina	27513	3,400,000	4.56000%	119	8/6/2024	360	0.01000%
65		5JXPZ3	Northwest Houston Retail Ground Lease	22601, 22603, 22607 and 22617 State Highway 249	Tomball	Texas	77375	3,189,174	4.48300%	118	7/6/2024	298	0.01000%
66		9074	Tower Plaza	525 Bankhead Highway	Carrollton	Georgia	30117	3,037,500	4.47000%	120	9/6/2024	360	0.01000%
67		9042	Bi-Lo - Winnsboro, SC	1126 US Highway 321 Business South	Winnsboro	South Carolina	29180	2,945,120	4.60000%	119	8/6/2024	299	0.01000%
68		8913	Fountain Square Shopping Center	1959-2007 Morse Road	Columbus	Ohio	43229	2,652,636	4.85000%	118	7/6/2024	358	0.01000%
69		9108	Oregon Trail Village Apartments	1630-1636 Martha Street	Boise	Idaho	83706	2,500,000	4.94000%	120	9/6/2024	360	0.00500%
70		9252	Bond Street Office	31600-31700 West Thirteen Mile Road	Farmington Hills	Michigan	48334	2,321,502	5.13000%	59	8/6/2019	299	0.01000%
71	6	9253	EMU Student Housing Portfolio	Various	Ypsilanti	Michigan	48197	2,296,745	5.46000%	119	8/6/2024	299	0.01000%
72		9082	359 South La Brea	359 South La Brea Avenue	Los Angeles	California	90036	2,094,928	4.45000%	58	7/6/2019	358	0.01000%
73		9034	Homestead Self Storage	701 South Homestead Boulevard	Homestead	Florida	33030	2,089,738	4.87000%	117	6/6/2024	297	0.01000%
74		5JW538	Durango Courtyard	4705 South Durango Drive	Las Vegas	Nevada	89147	2,065,000	4.62950%	120	9/6/2024	360	0.01000%
75		9176	Davita Dialysis	7797 Howell Boulevard	Baton Rouge	Louisiana	70807	1,847,176	5.05000%	119	8/6/2024	299	0.01000%

Control Number	Footnotes	Loan Number	Property Name	Subservicing Fee Rate (%)	Additional Strip (%)	Mortgage Loan Seller	Crossed Group	ARD (Yes / No)	Final Maturity Date	Revised Rate	Companion Loan Flag	Companion Loan Cut-off Balance	Companion Loan Interest Rate	Companion Loan Remaining Term To Maturity / ARD (Mos.)	Companion Loan Maturity Date / ARD	Companion Loan Remaining Amortization Term (Mos.)
1	1	7570	Stamford Plaza Portfolio	0.00000%	0.00000%	CGMRC	NAP	No			Yes	130,000,000	4.58500%	119	8/6/2024	360
1.01		9130	Two Stamford Plaza			CGMRC
1.02		9132	Four Stamford Plaza			CGMRC
1.03		8937	One Stamford Plaza			CGMRC
1.04		9131	Three Stamford Plaza			CGMRC
2		5J4DX5	Coastal Grand Mall	0.00000%	0.00000%	GSMC	NAP	No
3	2	8555	Beverly Connection	0.00000%	0.00000%	CGMRC	NAP	No			Yes	122,500,000	4.99000%	119	8/6/2024	0
4		5JYEH3	Asheville Self Storage Portfolio	0.00000%	0.00000%	GSMC	NAP	No
4.01		5JYEH3-1	3909 Sweeten Creek Road			GSMC
4.02		5JYEH3-2	90 Highland Center Boulevard			GSMC
4.03		5JYEH3-3	17-19 Chaparral Drive			GSMC
4.04		5JYEH3-4	600 Patton Avenue			GSMC
4.05		5JYEH3-5	550 Swannanoa River Road			GSMC
4.06		5JYEH3-6	40 Wilmington Street			GSMC
4.07		5JYEH3-7	102 Glover Street			GSMC
4.08		5JYEH3-8	21 Sardis Road			GSMC
4.09		5JYEH3-9	127 Sweeten Creek Road			GSMC
4.10		5JYEH3-10	1130 Sweeten Creek Road			GSMC
4.11		5JYEH3-11	1931 Spartanburg Highway			GSMC
4.12		5JYEH3-12	2594 Sweeten Creek Road			GSMC
5		1	FedEx Distribution Center	0.00000%	0.00000%	SMF I	NAP	No
6			850 Winter Street	0.00000%	0.02000%	CCRE	NAP	No
7			The Clusters	0.02000%	0.00000%	CCRE	NAP	No
8		8908	Hampton Inn & Suites - Yonkers	0.00000%	0.00000%	CGMRC	NAP	No
9		5JYF17	Villa Encanto	0.00000%	0.00000%	GSMC	NAP	No
10			Towers Shopping Center	0.00000%	0.02000%	CCRE	NAP	No
11		9054	Highlands Campus Tech Center	0.00000%	0.00000%	CGMRC	NAP	No
12		9A4L07	Bridgestone Apartments	0.03000%	0.00000%	GSMC	NAP	No
13		7706	Loganberry Ridge & Parkside Garden Apartments	0.00000%	0.00000%	CGMRC	NAP	No
13.01		9087	Loganberry Ridge Apartments			CGMRC
13.02		9135	Parkside Garden Apartments			CGMRC
14		2	Van Ness Portfolio-Brandondale MHC	0.00000%	0.00000%	SMF I	NAP	No
15	3		Arbutus Shopping Center	0.00000%	0.02000%	CCRE	NAP	Yes	9/6/2044	See footnote
16		3	Simply Self Storage - Hermitage, Gallatin & Clarksville	0.00000%	0.00000%	SMF I	NAP	No
16.01		3.01	Simply Self Storage - Hermitage			SMF I
16.02		3.03	Simply Self Storage - Clarksville			SMF I
16.03		3.02	Simply Self Storage - Gallatin			SMF I
17		5JYEB6	City Warehouse	0.04000%	0.00000%	GSMC	NAP	No
18		9A69O6	Victoria Village Apartments	0.00000%	0.00000%	GSMC	NAP	No
19		4	Schirm Farm Apartments	0.00000%	0.00000%	SMF I	NAP	No
20			5th & K Street	0.00000%	0.02000%	CCRE	NAP	No
21		5JW520	The Grove	0.00000%	0.00000%	GSMC	NAP	No
22		5	Summerstone Apartments	0.03000%	0.00000%	SMF I	NAP	No
23			MHG Hotel Portfolio	0.00000%	0.02000%	CCRE	NAP	No
23.01			Holiday Inn Chicago/Aurora			CCRE
23.02			Fairfield Inn & Suites Noblesville			CCRE
24			The Pines Apartments of Graham	0.00000%	0.02000%	CCRE	NAP	No
25			Union Parkade	0.00000%	0.02000%	CCRE	NAP	No
26		9039	Hampton Inn & Suites Fargo	0.00000%	0.00000%	CGMRC	NAP	No
27		6	Holiday Inn Express Corvallis	0.00000%	0.00000%	SMF I	NAP	No
28	4		Central Coast Self Storage	0.00000%	0.02000%	CCRE	NAP	No
29		7	Simply Self Storage - Hendersonville & Franklin	0.00000%	0.00000%	SMF I	NAP	No
29.01		7.02	Simply Self Storage - Franklin			SMF I
29.02		7.01	Simply Self Storage - Hendersonville			SMF I
30		8	Pangea 8 Portfolio	0.00000%	0.00000%	SMF I	NAP	No
30.01		8.04	8000-8012 South Maryland Avenue			SMF I
30.02		8.12	6829 South King Drive			SMF I
30.03		8.13	7057 South Princeton Avenue			SMF I
30.04		8.14	7400 South Rhodes Avenue			SMF I
30.05		8.02	7914 West Hermitage Avenue			SMF I
30.06		8.06	7101 South Artesian Avenue			SMF I
30.07		8.08	634 Sibley Boulevard			SMF I
30.08		8.09	1501 State Street			SMF I
30.09		8.11	7354-7358 South Dorchester Avenue			SMF I
30.10		8.15	1249 South Fairfield Avenue			SMF I
30.11		8.16	102 South 17th Avenue			SMF I
30.12		8.18	14101 South Atlantic Avenue			SMF I
30.13		8.03	7953 South Wolcott Avenue			SMF I
30.14		8.05	8014 South Maryland Avenue			SMF I
30.15		8.01	1615-1621 West 77th Street			SMF I
30.16		8.07	12507 South Ashland Avenue			SMF I
30.17		8.1	5658 South Peoria Street			SMF I
30.18		8.17	812 South 19th Avenue			SMF I
31		8893	Old Spanish Trail Crossing	0.05000%	0.00000%	CGMRC	NAP	No
32		9	Hurstbourne Business Park Portfolio	0.00000%	0.00000%	SMF I	NAP	No
32.01		9.01	Hurstbourne Business Park			SMF I
32.02		9.02	9505 Williamsburg			SMF I
33		7604	Tellus AL-TX Portfolio	0.03000%	0.00000%	CGMRC	NAP	No
33.01		9067	Daphne Self Storage			CGMRC
33.02		8974	Arlington Park Self Storage			CGMRC
33.03		9068	Hawn Freeway Self Storage			CGMRC
34		10	AmeriCenters 3 Portfolio	0.00000%	0.00000%	SMF I	NAP	No
34.01		10.03	AmeriCenter Bloomfield			SMF I
34.02		10.01	AmeriCenter Southfield			SMF I
34.03		10.02	AmeriCenter Schaumburg			SMF I
35		8968	611 Church Street	0.00000%	0.00000%	CGMRC	NAP	No
36		8973	1300 Guadalupe	0.00000%	0.00000%	CGMRC	NAP	No
37		11	Holiday Inn Express Utica	0.00000%	0.00000%	SMF I	NAP	No
38		8533	12000 Edgewater	0.03000%	0.00000%	CGMRC	NAP	No
39		12	19Twenty Apartments	0.00000%	0.00000%	SMF I	NAP	No
40			Millpond Village Apartments	0.07000%	0.00000%	CCRE	NAP	No
41		9AKR23	Phoenix Industrial	0.00000%	0.00000%	GSMC	NAP	No
42		9070	Sher Lane	0.00000%	0.00000%	CGMRC	NAP	No
43	5	13	Van Ness Portfolio-Commanders Palace MHC	0.00000%	0.00000%	SMF I	Group A	No
44	5	14	Van Ness Portfolio-Camelot Village MHP & RV Park	0.00000%	0.00000%	SMF I	Group A	No
45		15	Courtyard Gulf Shores	0.00000%	0.00000%	SMF I	NAP	No
46		16	Central Business Park	0.05000%	0.00000%	SMF I	NAP	No
47		5JV504	Broadway Self Storage	0.00000%	0.00000%	GSMC	NAP	No
48		9A69P3	Victoria Villa Apartments	0.00000%	0.00000%	GSMC	NAP	No
49		8979	Pompano Merchandise Mart	0.05000%	0.00000%	CGMRC	NAP	No
50		17	Hampton Inn Fort Worth	0.00000%	0.00000%	SMF I	NAP	No
51		18	The Brittany Apartments	0.00000%	0.00000%	SMF I	NAP	No
52		19	Northpark Calabasas	0.00000%	0.00000%	SMF I	NAP	No
53			Shops at Silver Hill	0.00000%	0.02000%	CCRE	NAP	No
54		9021	Tops - Erie, PA	0.00000%	0.00000%	CGMRC	NAP	No
55		9089	The Shoppes of North Port	0.00000%	0.00000%	CGMRC	NAP	No
56		20	Danville Village Power Center	0.00000%	0.00000%	SMF I	NAP	No
57		5JYEJ9	Westwind Marketplace	0.00000%	0.00000%	GSMC	NAP	No
58			Westview Corner	0.00000%	0.02000%	CCRE	NAP	No
59		9035	Holiday Inn Express - Kannapolis, NC	0.00000%	0.00000%	CGMRC	NAP	No
60		21	3100 Weslayan Office	0.00000%	0.00000%	SMF I	NAP	No
61			The Vantage Office Condominium	0.00000%	0.02000%	CCRE	NAP	No
62		22	Rite Aid Grand Blanc	0.00000%	0.00000%	SMF I	NAP	No
63		5JXVM5	Graham Town Center	0.03000%	0.00000%	GSMC	NAP	No
64			Harrison Avenue Office	0.00000%	0.02000%	CCRE	NAP	No
65		5JXPZ3	Northwest Houston Retail Ground Lease	0.00000%	0.00000%	GSMC	NAP	No
66		9074	Tower Plaza	0.00000%	0.00000%	CGMRC	NAP	No
67		9042	Bi-Lo - Winnsboro, SC	0.00000%	0.00000%	CGMRC	NAP	No
68		8913	Fountain Square Shopping Center	0.00000%	0.00000%	CGMRC	NAP	No
69		9108	Oregon Trail Village Apartments	0.16000%	0.00000%	CGMRC	NAP	No
70		9252	Bond Street Office	0.00000%	0.00000%	CGMRC	NAP	No
71	6	9253	EMU Student Housing Portfolio	0.00000%	0.00000%	CGMRC	NAP	No
72		9082	359 South La Brea	0.00000%	0.00000%	CGMRC	NAP	No
73		9034	Homestead Self Storage	0.00000%	0.00000%	CGMRC	NAP	No
74		5JW538	Durango Courtyard	0.00000%	0.00000%	GSMC	NAP	No
75		9176	Davita Dialysis	0.00000%	0.00000%	CGMRC	NAP	No

(1)		The Cut-off Date Balance of $140,000,000 is evidenced by note A-1 (the controlling note in the principal amount of $120,000,000) and note A-2-A (a non-controlling note in the principal amount of $20,000,000), which notes are part of a $270,000,000 whole loan evidenced by four pari passu notes. The non-controlling pari passu companion loan evidenced by note A-2-B has a principal balance of $30,000,000 as of the Cut-off Date is held outside the Issuing Entity and is expected to be contributed to a future securitization. The non-controlling pari passu companion loan evidenced by note A-3 has a principal balance of $100,000,000 as of the Cut-off Date and is held outside the Issuing Entity but is expected to be contributed to the WFRBS 2014-C22 transaction.

(2)		The Cut-off Date Balance of $87,500,000 represents the controlling Note A-1 of a $210,000,000 whole loan evidenced by three pari passu notes totaling $175,000,000 and a subordinate loan in the amount of $35,000,000. The pari passu companion loans are the non-controlling Note A-2 ($43,750,000) and the non-controlling Note A-3 ($43,750,000), both of which are held outside the Issuing Entity and are expected to be contributed to future securitizations. The subordinate companion loan is evidenced by Note B is also held outside of the issuing entity.

(3)		Commencing on the ARD, the interest rate increases to the swap yield plus 425 basis points provided, in no event shall the rate be less than 5.98400% or greater than 7.73400%.

(4)		The Central Coast Self Storage collateral operates as one Mortgaged Property, but has three distinct addresses at 1380 Santa Ynez Avenue & 2000 Mountain View Avenue, Los Osos, CA 93402 and 2100 Main Street, Morro Bay, CA, 93442.

(5)		With respect to the Van Ness Portfolio-Commanders Palace MHC and Van Ness Portfolio-Camelot Village MHP & RV Park Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity/ARD, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.

(6)		This EMU Student Housing Portfolio Mortgage Loan is comprised of four Mortgaged Properties located at 201 North Huron Street, 509 West Forest Avenue, 712 Washtenaw Avenue and 701-705 Emmet Street. All four Mortgaged Properties are located in Ypsilanti, Michigan. Information for all four Mortgaged Properties were in the aggregate on one line as operating information for each Mortgaged Property was not available and the four Mortgaged Properties shared one appraisal.

EXHIBIT C

FORM OF REQUEST FOR RELEASE

(for Trustee/Custodian/Certificate Administrator)

Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian/Trustee

Name: __________________

Address: ___________________

__________________

Custodian/Trustee Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________

__________________

Certificates:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [____]

The undersigned [Master Servicer][Special Servicer] hereby acknowledges that it has received from Wells Fargo Bank, National Association, as Custodian, for the Holders of GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer.

( ) Note dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.

( ) Mortgage recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________ in book/reel/docket ___________ of official records at page/image ________.

( ) Deed of Trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of _______ in book/reel/docket ____________ of official records at page/image.

( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office of the County of

Exhibit C-1

_________, State of _______ in book/reel/docket __________ of official records at page/image _____________.

( ) Other documents, including any amendments, assignments or other assumptions of the Note or Mortgage.

( ) ___________________________

The undersigned [Master Servicer][Special Servicer] hereby acknowledges and agrees as follows:

(i) The [Master Servicer][Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.

(ii) The [Master Servicer][Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof.

(iii) The [Master Servicer][Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.

(iv) The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer][Special Servicer] shall keep the Documents and any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer]’s possession, custody or control.

	[ ]

	By:
		Name:
		Title:

	Dated:

Exhibit C-2

EXHIBIT D

FORM OF DISTRIBUTION DATE STATEMENT

Exhibit D-1

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


DISTRIBUTION DATE STATEMENT
Table of Contents

	STATEMENT SECTIONS	PAGE(s)

	Certificate Distribution Detail	2
	Certificate Factor Detail	3
	Exchangeable Class Detail	4
	Reconciliation Detail	5
	Other Required Information	6
	Cash Reconciliation Detail	7
	Current Mortgage Loan and Property Stratification Tables	8-10
	Mortgage Loan Detail	11
	NOI Detail	12
	Principal Prepayment Detail	13
	Historical Detail	14
	Delinquency Loan Detail	15
	Specially Serviced Loan Detail	16-17
	Advance Summary	18
	Modified Loan Detail	19
	Historical Liquidated Loan Detail	20
	Historical Bond / Collateral Loss Reconciliation	21
	Interest Shortfall Reconciliation Detail	22-23
	Defeased Loan Detail	24
	Supplemental Reporting	25


Depositor	Master Servicer	Special Servicer	Operating Advisor

GS Mortgage Securities	Midland Loan Services	LNR Partners, LLC	Situs Holdings, LLC
Corporation II	A Division of PNC Bank, N.A.	1601 Washington Avenue	2 Embarcadero Center, Suite 1300
200 West Street	10851 Mastin Street, Building 82	Suite 700	San Francisco, CA 94111
New York, NY 10282	Overland Park, KS 66210	Miami Beach, FL 33139

	Contact:
Contact: Leah Nivison	Heather Wagner	Contact: www.lnrpartners.com	Contact: George Wisniewski
Phone Number: (212) 902-1000	Phone Number: (913) 253-9570	Phone Number: (305) 695-5600	Phone Number: (415) 374-2832
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information. Please visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526

D-1

Page 1 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Certificate Distribution Detail
Class (2)	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

(2) Class A-S, Class B, Class C all represent the “Regular Interest” of these respective classes. For details on how the balances and payments of these “Regular Interests” are split between their respective certificates and the Exchangable Class PEZ, please refer to page 4.

D-2

Page 2 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Certificate Factor Detail
Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-5		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-AB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000

Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
X-A		0.00000000	0.00000000	0.00000000	0.00000000
X-B		0.00000000	0.00000000	0.00000000	0.00000000
X-C		0.00000000	0.00000000	0.00000000	0.00000000
X-D		0.00000000	0.00000000	0.00000000	0.00000000

D-3

Page 3 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Exchangeable Class Detail

Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance

A-S Regular Interest Breakdown
A-S (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

B Regular Interest Breakdown
B (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

C Regular Interest Breakdown
C (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Class PEZ Detail
Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance
PEZ		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

D-4

Page 4 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Additional Trust Fund Expenses	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

D-5

Page 5 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Other Required Information

Available Distribution Amount (1)

0.00

Appraisal Reduction Amount

Loan

Number

Appraisal
Reduction

Effected

Cumulative
ASER

Amount

Most Recent
App. Red.

Date

Total

(1) The Available Distribution Amount includes any Prepayment Premiums.

D-6

Page 6 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Cash Reconciliation Detail

Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - Midland Loan Services	0.00
Interest reductions due to Non-Recoverability Determinations	0.00		Trustee Fee - Wells Fargo Bank, N.A.	0.00
Interest Adjustments	0.00		Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC Royalty License Fee	0.00
Net Prepayment Interest Shortfall	0.00		CCRE Strip Fee -Cantor Commercial Real Estate Lending, L.P	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Reimbursement for Interest on Advances	0.00
			ASER Amount	0.00
Principal:			Special Servicing Fee	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00		Total Additional Trust Fund Expenses		0.00
Negative Amortization	0.00
Principal Adjustments	0.00		Interest Reserve Deposit		0.00
Total Principal Collected		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Penalties/Yield Maintenance	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Penalties/Yield Maintenance	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Equity Payments Received	0.00		Equity Payments Paid	0.00
Net Swap Counterparty Payments Received	0.00		Net Swap Counterparty Payments Paid	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

D-7

Page 7 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Scheduled Balance

State (3)

Scheduled
Balance

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

State

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

D-8

Page 8 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Debt Service Coverage Ratio

Property Type (3)

Debt Service

Coverage Ratio

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Property Type

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Note Rate

Seasoning

Note

Rate

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Seasoning

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

See footnotes on last page of this section.

D-9

Page 9 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining
Term (2)

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Remaining Stated

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Age of Most

Recent NOI

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.

D-10

Page 10 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Mortgage Loan Detail

Loan

Number

ODCR

Property

Type (1)

City

State

Interest

Payment

Principal

Payment

Gross

Coupon

Anticipated

Repayment

Date

Maturity

Date

Neg.

Amort

(Y/N)

Beginning

Scheduled

Balance

Ending

Scheduled

Balance

Paid

Thru

Date

Appraisal

Reduction

Date

Appraisal

Reduction

Amount

Res.

Strat.

(2)

Mod.

Code

(3)

Totals


(1) Property Type Code						(2) Resolution Strategy Code									(3) Modification Code

MF	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest
RT	-	Retail	MU	-	Mixed Use	2	-	Foreclosure	7	-	REO			Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes
HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off
IN	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination
WH	-	Warehouse	OT	-	Other	5	-	Note Sale			to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction
MH	-	Mobile Home Park

D-11

Page 11 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


NOI Detail

Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date

Total

D-12

Page 12 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Principal Prepayment Detail

Loan Number	Loan Group	Offering Document Cross-Reference	Principal Prepayment Amount		Prepayment Penalties
Loan Number	Loan Group	Offering Document Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Premium

Totals

D-13

Page 13 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

Date

30-59 Days

# Balance

60-89 Days

# Balance

90 Days or More

# Balance

Foreclosure

# Balance

REO

# Balance

Modifications

# Balance

Curtailments

# Balance

Payoff

# Balance

Next Weighted Avg.

Coupon Remit

WAM

Note: Foreclosure and REO Totals are excluded from the delinquencies.

D-14

Page 14 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Delinquency Loan Detail

Loan Number

Offering

Document

Cross-Reference

# of

Months

Delinq.

Paid Through

Date

Current

P & I

Advances

Outstanding

P & I

Advances **

Status of

Mortgage

Loan (1)

Resolution

Strategy

Code (2)

Servicing

Transfer Date

Foreclosure

Date

Actual

Principal Balance

Outstanding

Servicing

Advances

Bankruptcy

Date

REO

Date

Totals


(1) Status of Mortgage Loan									(2) Resolution Strategy Code

A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
		But Still in Grace Period	1	-	One Month Delinquent			(Performing Matured Balloon)	2	-	Foreclosure	7	-	REO			Foreclosure
		Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
B	-	Late Payment But Less	3	-	Three or More Months Delinquent				4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
		Than 1 Month Delinquent							5	-	Note Sale			to Master Servicer	13	-	Other or TBD

** Outstanding P & I Advances include the current period advance.

D-15

Page 15 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Specially Serviced Loan Detail - Part 1

Distribution

Date

Loan

Number

Offering

Document

Cross-Reference

Servicing

Transfer

Date

Resolution

Strategy

Code (1)

Scheduled

Balance

Property

Type (2)

State

Interest

Rate

Actual

Balance

Net

Operating

Income

NOI

Date

DSCR

Note

Date

Maturity

Date

Remaining

Amortization

Term

(1) Resolution Strategy Code									(2) Property Type Code

1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office
2	-	Foreclosure	7	-	REO			Foreclosure	RT	-	Retail	MU	-	Mixed use
3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging
4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage
5	-	Note Sale			to Master Servicer	13	-	Other or TBD	WH MH	- -	Warehouse Mobile Home Park	OT	-	Other

D-16

Page 16 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014



Specially Serviced Loan Detail - Part 2

Distribution Date	Loan Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment

(1) Resolution Strategy Code

	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
	2	-	Foreclosure	7	-	REO			Foreclosure
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
	5	-	Note Sale			to Master Servicer	13		Other or TBD

D-17

Page 17 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Advance Summary

	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid

Totals	0.00	0.00	0.00	0.00

D-18

Page 18 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Modified Loan Detail

Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description

Totals

D-19

Page 19 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Historical Liquidated Loan Detail

Distribution

Date

ODCR

Beginning

Scheduled

Balance

Fees,

Advances,

and Expenses *

Most Recent

Appraised

Value or BPO

Gross Sales

Proceeds or

Other Proceeds

Net Proceeds

Received on

Liquidation

Net Proceeds

Available for

Distribution

Realized

Loss to Trust

Date of Current

Period Adj.

to Trust

Current Period

Adjustment

to Trust

Cumulative

Adjustment

to Trust

Loss to Loan

with Cum

Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

D-20

Page 20 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Historical Bond/Collateral Loss Reconciliation Detail

Distribution

Date

Offering

Document

Cross-Reference

Beginning

Balance

at Liquidation

Aggregate

Realized Loss

on Loans

Prior Realized

Loss Applied

to Certificates

Amounts

Covered by

Credit Support

Interest

(Shortages)/

Excesses

Modification

/Appraisal

Reduction Adj.

Additional

(Recoveries)

/Expenses

Realized Loss

Applied to

Certificates to Date

Recoveries of

Realized Losses

Paid as Cash

(Recoveries)/

Losses Applied to

Certificate Interest

Totals

D-21

Page 21 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014

Interest Shortfall Reconciliation Detail - Part 1

Offering

Document

Cross-Reference

Stated Principal

Balance at

Contribution

Current Ending

Scheduled

Balance

Special Servicing Fees

Non-Recoverable

(Scheduled

Interest)

Interest on

Advances

Modified Interest

Rate (Reduction)

/Excess

Monthly

Liquidation

Work Out

ASER

(PPIS) Excess

Totals

D-22

Page 22 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Interest Shortfall Reconciliation Detail - Part 2

	Offering	Stated Principal	Current Ending	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds
	Document	Balance at	Scheduled	Current Month	Left to Reimburse		Comments
	Cross-Reference	Contribution	Balance	Current Month	Master Servicer





















	Totals
	Interest Shortfall Reconciliation Detail Part 2 Total				0.00
	Interest Shortfall Reconciliation Detail Part 1 Total				0.00
	Total Interest Shortfall Allocated to Trust				0.00

D-23

Page 23 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


Defeased Loan Detail

	Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status















	Totals

D-24

Page 24 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Trust 2014-GC24 Commercial Mortgage Pass-Through Certificates Series 2014-GC24	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/10/2014
		Record Date:	09/30/2014
		Determination Date:	10/06/2014


	Supplemental Reporting

D-25

Page 25 of 25

EXHIBIT E

FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]* (Common Code No. [______]).

In connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a person in the United States;

* Select appropriate depository.

Exhibit E-1

[(2) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**

[(2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) the transferee is an institution.

We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: GS Mortgage Securities Corporation II

** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

Exhibit E-2

EXHIBIT F

FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE

(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).

In connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a person in the United States;

Exhibit F-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) the transferee is an institution.

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________

cc: GS Mortgage Securities Corporation II

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

** Select (i) or (ii), as applicable.

Exhibit F-2

EXHIBIT G

FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD

(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

This letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.

* Select appropriate depository.

Exhibit G-1

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: GS Mortgage Securities Corporation II

Exhibit G-2

EXHIBIT H

FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE

(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

[For purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined by Regulation S under the Securities Act of 1933, as amended.

We undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

* Select, as applicable.

Exhibit H-1

irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.

	Dated:

	By:
		as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.

Exhibit H-2

EXHIBIT I

FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a person in the United States;

* Select appropriate depository.

Exhibit I-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) the transferee is an institution.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________

cc: GS Mortgage Securities Corporation II.

** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

Exhibit I-2

EXHIBIT J

FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE

(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a person in the United States;

Exhibit J-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) the transferee is an institution.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: GS Mortgage Securities Corporation II.

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

** Select (i) or (ii), as applicable.

Exhibit J-2

EXHIBIT K

FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE

(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).

Exhibit K-1

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: GS Mortgage Securities Corporation II.

Exhibit K-2

EXHIBIT L-1

FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer

STATE OF	)
	)	ss.:
COUNTY OF	)

Capitalized terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.

I, [______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first sworn, depose and say that:

1. I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.

2. The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each, a “REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).

3. The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, a State or any political subdivision of a State, any

Exhibit L-1-1

possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code.

4. The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.

5. The Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.

6. No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.

7. The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.

8. Check the applicable paragraph:

o The present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:

(i) the present value of any consideration given to the Purchaser to acquire such Class R Certificate;

Exhibit L-1-2

(ii) the present value of the expected future distributions on such Class R Certificate; and

(iii) the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.

o The transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

(i) the Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate will only be taxed in the United States;

(ii) at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;

(iii) the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and

(iv) the Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.

o None of the above.

9. The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.

10. The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.

Exhibit L-1-3

11. The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.

12. The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.

13. The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.

14. The Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.

15. The Purchaser consents to the designation of the Certificate Administrator as the agent of the Tax Matters Person of the Lower-Tier REMIC and Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.

Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Exhibit L-1-4

On this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.

			NOTARY PUBLIC in and for the State of _______________

[SEAL]

My Commission expires:

Exhibit L-1-5

EXHIBIT L-2

FORM OF TRANSFEROR LETTER

[Date]

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class R

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

(1) No purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment or collection of any tax.

(2) The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined in such Transfer Affidavit and Agreement and has no actual knowledge or reason to know that the Transferee’s representations in such Transfer Affidavit and Agreement are false.

(3) The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be

Exhibit L-2-1

respected for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


	Very truly yours,

		(Transferor)

	By:
		Name:
		Title:

Exhibit L-2-2

EXHIBIT L-3

FORM OF TRANSFEREE LETTER

[Date]

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Wells Fargo Bank, National Association,

as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: CMBS – GS 2014-GC24

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

[Transferor]

[______]

Attention: [______]

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

The undersigned (the “Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [$_____________ initial Notional Amount] [_____% Percentage Interest] of GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass Through Certificates, Series 2014-GC24, Class [_], CUSIP No. [____] (the “Certificates”), issued pursuant to that certain Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

Exhibit L-3-1

In connection with such transfer, the Purchaser hereby represents and warrants to you that with respect to the Class X-D, Class E, Class F, Class G and Class R Certificates, the Purchaser is neither (i) a retirement plan or other employee benefit plan or arrangement, including an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law (“Similar Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), nor (ii) a collective investment fund, the assets of which are considered Plan assets under the U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or for purposes of Similar Law, an insurance company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such Plan, other than (with respect to any transfer of a Class X-D, Class E, Class F or Class G Certificate) an insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding of Certificate(s) by such insurance company would be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 or, as applicable, would not constitute a non-exempt violation of Similar Law.

Exhibit L-3-2

IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


	Very truly yours,

	[INSERT NAME OF PURCHASER]

	By:
		Name:
		Title:

Exhibit L-3-3

EXHIBIT L-4

FORM OF INVESTMENT REPRESENTATION LETTER

[Date]

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24, Class [__]

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, on behalf of the holders of Commercial Mortgage Pass Through Certificates, Series 2014-GC24 (the “Certificates”) in connection with the transfer by [ ] (the “Seller”) to the undersigned (the “Purchaser”) of $_____ aggregate [Certificate Balance][Notional Amount] of Class [ ] Certificates [representing a [ ]% Percentage Interest in the related Class], in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you as follows:

[For Institutional Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” (an “Institutional Accredited Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor)

Exhibit L-4-1

as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.

[For Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

2. The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A, or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.

3. The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.

4. The Purchaser has reviewed the applicable Offering Circular dated September 16, 2014, relating to the Certificates (the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.

5. The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.

6. The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.03 of the Pooling and Servicing Agreement.

Exhibit L-4-2

7. Check one of the following:

o The Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).

o The Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Certificate(s). The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Administrator updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or IRS Forms W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Administrator.

For the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

Please make all payments due on the Certificates:**

(a) by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


	Account number:

	Institution:

(b) by mailing a check or draft to the following address:

** Please select (a) or (b).

Exhibit L-4-3


	Very truly yours,

	[INSERT NAME OF PURCHASER]

	By:
		Name:
		Title:

Dated: ________________, 20__

Exhibit L-4-4

EXHIBIT M-1

FORM OF INVESTOR CERTIFICATION FOR OBTAINING INFORMATION AND NOTICES

[Date]

[Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: CMBS – GS 2014-GC24]

[Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head]

Attention:

Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates Series 2014-GC24

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Situs Holdings, LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a [[certificateholder][beneficial owner][prospective purchaser] of the Class ___ Certificates][Companion Loan Holder (as defined in the Agreement)].

2. The undersigned has received a copy of the Prospectus Supplement and the Prospectus.1

3. The undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor.

4. The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.

1 Only required for a certificateholder, a beneficial owner or a prospective purchaser.

Exhibit M-1-1

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Master Servicer or Certificate Administrator, as applicable, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.

The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

5. The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

6. The undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.

7. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Loan Holder]

	By:

	Name:

	Title:

	Company:

	Phone:

Exhibit M-1-2

EXHIBIT M-2

FORM OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS

[Date]

Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: CMBS – GS 2014-GC24

Attention:

Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates Series 2014-GC24

In accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Situs Holdings, LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a certificateholder of the Class ___ Certificates.

2. The undersigned has received a copy of the Prospectus Supplement and the Prospectus.

3. The undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor.

4. The undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):

___

The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.

___

The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable.

Exhibit M-2-1

___

The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.

6. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


	[Certificateholder]

	By:

	Name:

	Title:

	Company:

	Phone:

Exhibit M-2-2

EXHIBIT M-3

FORM OF ONLINE VENDOR CERTIFICATION

This Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.

In connection with the GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates Series 2014-GC24 (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc. or Markit Group Limited, a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.

2. The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains true and correct.

3. The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s 17g-5 Website shall also be applicable to information obtained from CTSLink.

4. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of September 1, 2014, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer.

Exhibit M-3-1


	[ ]

	By:

	Name:

	Title:

	Company:

	Phone:

Exhibit M-3-2

EXHIBIT M-4

FORM OF CONFIDENTIALITY AGREEMENT

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CMBS – GS 2014-GC24

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Attention:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

In connection with the GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 (the “Certificates”), we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer (and may have been previously furnished) with certain information (the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual, group or entity.

In connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the Controlling Class Representative with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any Person or entity other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person or entity contemplating the purchase of any Certificate held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities or agencies to which the undersigned is subject; and such Information will not, without the prior written consent of the Master Servicer

Exhibit M-4-1

or Certificate Administrator, as applicable, be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required to do so by law.

The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

This Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of September 1, 2014, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer.

This Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.


	Very truly yours,

	[NAME OF ENTITY]

	By:.
	Name:
	Title:
	Company:
	Phone:

cc:	GS Mortgage Securities Corporation II

Trustee

Exhibit M-4-2

EXHIBIT N

CUSTODIAN CERTIFICATION

[DATE]

[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

In accordance with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2), (3), (4)(other than with respect to a Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned or the Custodian with respect to such Mortgage Loan have been reviewed by the undersigned or the Custodian on behalf of the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.

The undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.

Capitalized words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.

Exhibit N-1

	Wells Fargo Bank, National Association, as Custodian

	By:
		Name:
		Title:

Exhibit N-2

SCHEDULE OF EXCEPTIONS

[ ]

Exhibit N-3

EXHIBIT O

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Master Servicer Special Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Master Servicer Special Servicer Certificate Administrator
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer Special Servicer
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Master Servicer Special Servicer Certificate Administrator
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master Servicer Special Servicer Certificate Administrator
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master Servicer Special Servicer Certificate Administrator

Exhibit O-1

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA
Reference	Criteria
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master Servicer Special Servicer Certificate Administrator
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Master Servicer Special Servicer Certificate Administrator
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator Operating Advisor (with respect to (A) and (B))
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master Servicer Special Servicer Custodian
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer Special Servicer Certificate Administrator
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer Special Servicer

Exhibit O-2

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA
Reference	Criteria
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer Operating Advisor
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer Special Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

Exhibit O-3

EXHIBIT P

SUPPLEMENTAL SERVICER SCHEDULE

Exhibit P-1

Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Borrower Name	General Property Type	Original Balance ($)	Origination Date	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)
1.00	4, 5	7570	CGMRC	Stamford Plaza Portfolio	One Stamford Plaza Owner LLC, Three Stamford Plaza Owner LLC and Four Stamford Plaza Owner LLC		$140,000,000	8/6/2014	360	360
1.01		9130	CGMRC	Two Stamford Plaza		Office
1.02		9132	CGMRC	Four Stamford Plaza		Office
1.03		8937	CGMRC	One Stamford Plaza		Office
1.04		9131	CGMRC	Three Stamford Plaza		Office
2		5J4DX5	GSMC	Coastal Grand Mall	Coastal Grand CMBS, LLC and Coastal Grand Outparcel CMBS, LLC	Retail	$126,000,000	7/11/2014	360	359
3	6, 7, 8, 9	8555	CGMRC	Beverly Connection	Bevcon Blue Fee LLC, DK Connections, LLC and DK Connections Lease LLC	Retail	$87,500,000	7/8/2014	0	0
4		5JYEH3	GSMC	Asheville Self Storage Portfolio	George's Stor-Mor Realty, LLC and GSM Two, LLC		$47,249,999	7/15/2014	360	360
4.01		5JYEH3-1	GSMC	3909 Sweeten Creek Road		Self Storage
4.02		5JYEH3-2	GSMC	90 Highland Center Boulevard		Self Storage
4.03		5JYEH3-3	GSMC	17-19 Chaparral Drive		Self Storage
4.04		5JYEH3-4	GSMC	600 Patton Avenue		Self Storage
4.05		5JYEH3-5	GSMC	550 Swannanoa River Road		Self Storage
4.06		5JYEH3-6	GSMC	40 Wilmington Street		Self Storage
4.07		5JYEH3-7	GSMC	102 Glover Street		Self Storage
4.08		5JYEH3-8	GSMC	21 Sardis Road		Self Storage
4.09		5JYEH3-9	GSMC	127 Sweeten Creek Road		Self Storage
4.10		5JYEH3-10	GSMC	1130 Sweeten Creek Road		Self Storage
4.11		5JYEH3-11	GSMC	1931 Spartanburg Highway		Self Storage
4.12		5JYEH3-12	GSMC	2594 Sweeten Creek Road		Self Storage
5		1	SMF I	FedEx Distribution Center	Ganci Middletown PA, Inc.	Industrial	$33,466,000	8/21/2014	360	360
6			CCRE	850 Winter Street	GI TC 850 Winter Street, LLC	Office	$29,250,000	6/27/2014	0	0
7			CCRE	The Clusters	Clusters Property LLC	Multifamily	$27,950,000	6/30/2014	360	360
8		8908	CGMRC	Hampton Inn & Suites - Yonkers	FSG Yonkers Hotel LLC	Hospitality	$25,750,000	8/8/2014	360	360
9		5JYF17	GSMC	Villa Encanto	Stonebridge at Paradise Valley I LLC and Stonebridge at Paradise Valley II LLC	Multifamily	$25,700,000	8/14/2014	360	360
10			CCRE	Towers Shopping Center	Towers Retail LLC	Retail	$24,000,000	6/20/2014	0	0
11		9054	CGMRC	Highlands Campus Tech Center	IVC Highlands LL, LLC	Office	$23,350,000	7/1/2014	360	360
12		9A4L07	GSMC	Bridgestone Apartments	Bridgestone Holdings I, LLC	Multifamily	$22,500,000	7/17/2014	360	360
13		7706	CGMRC	Loganberry Ridge & Parkside Garden Apartments	Roco-Parkside, LLC and Roco-Loganberry, LLC		$17,200,000	8/26/2014	360	360
13.01		9087	CGMRC	Loganberry Ridge Apartments		Multifamily
13.02		9135	CGMRC	Parkside Garden Apartments		Multifamily
14		2	SMF I	Van Ness Portfolio-Brandondale MHC	Brandondale, Ltd.	Manufactured Housing	$16,900,000	8/4/2014	360	359
15	10		CCRE	Arbutus Shopping Center	AmCap Arbutus LLC	Retail	$16,500,000	8/11/2014	360	360
16		3	SMF I	Simply Self Storage - Hermitage, Gallatin & Clarksville	SS Hermitage, LLC, SS Gallatin, LLC and SS Clarksville, LLC		$15,600,000	8/13/2014	360	360
16.01		3.01	SMF I	Simply Self Storage - Hermitage		Self Storage
16.02		3.03	SMF I	Simply Self Storage - Clarksville		Self Storage
16.03		3.02	SMF I	Simply Self Storage - Gallatin		Self Storage
17		5JYEB6	GSMC	City Warehouse	City Warehouse, L.P.	Industrial	$14,500,000	7/24/2014	300	300
18		9A69O6	GSMC	Victoria Village Apartments	YABI/BH, LLC	Multifamily	$13,000,000	8/5/2014	300	299
19		4	SMF I	Schirm Farm Apartments	HPI Schirm Farms LLC	Multifamily	$12,000,000	7/18/2014	360	360
20			CCRE	5th & K Street	5th & K Retail Associates, LLC	Retail	$12,000,000	8/8/2014	360	360
21		5JW520	GSMC	The Grove	High Valley VI, LLC	Retail	$11,625,000	8/15/2014	360	360
22	11	5	SMF I	Summerstone Apartments	Cornerstone Summerstone, LP	Multifamily	$11,400,000	7/28/2014	360	360
23			CCRE	MHG Hotel Portfolio	MHG Aurora Holdings, LLC and MHG Noblesville Holdings, LLC		$11,050,000	8/27/2014	300	300
23.01			CCRE	Holiday Inn Chicago/Aurora		Hospitality
23.02			CCRE	Fairfield Inn & Suites Noblesville		Hospitality
24			CCRE	The Pines Apartments of Graham	Pines Apartments of Graham, LLC	Multifamily	$10,500,000	7/1/2014	360	360
25			CCRE	Union Parkade	1150 Union Street Corporation	Retail	$10,500,000	8/15/2014	360	360
26		9039	CGMRC	Hampton Inn & Suites Fargo	Agassiz Hospitality LLC	Hospitality	$10,500,000	8/1/2014	300	299
27	12	6	SMF I	Holiday Inn Express Corvallis	Corvallis Riverbank, L.L.C.	Hospitality	$10,200,000	8/4/2014	360	359
28			CCRE	Central Coast Self Storage	Central Coast Storage I, LLC	Self Storage	$9,885,000	6/30/2014	360	358
29		7	SMF I	Simply Self Storage - Hendersonville & Franklin	SS Hendersonville, LLC and SS Franklin, LLC		$9,600,000	8/13/2014	360	360
29.01		7.02	SMF I	Simply Self Storage - Franklin		Self Storage
29.02		7.01	SMF I	Simply Self Storage - Hendersonville		Self Storage
30		8	SMF I	Pangea 8 Portfolio	PP P8 1, LLC and PP P8 2, LLC		$9,250,000	8/13/2014	360	360
30.01		8.04	SMF I	8000-8012 South Maryland Avenue		Multifamily
30.02		8.12	SMF I	6829 South King Drive		Multifamily
30.03		8.13	SMF I	7057 South Princeton Avenue		Multifamily
30.04		8.14	SMF I	7400 South Rhodes Avenue		Multifamily
30.05		8.02	SMF I	7914 West Hermitage Avenue		Multifamily
30.06		8.06	SMF I	7101 South Artesian Avenue		Multifamily
30.07		8.08	SMF I	634 Sibley Boulevard		Multifamily
30.08		8.09	SMF I	1501 State Street		Multifamily
30.09		8.11	SMF I	7354-7358 South Dorchester Avenue		Multifamily
30.10		8.15	SMF I	1249 South Fairfield Avenue		Multifamily
30.11		8.16	SMF I	102 South 17th Avenue		Multifamily
30.12		8.18	SMF I	14101 South Atlantic Avenue		Multifamily
30.13		8.03	SMF I	7953 South Wolcott Avenue		Multifamily
30.14		8.05	SMF I	8014 South Maryland Avenue		Multifamily
30.15		8.01	SMF I	1615-1621 West 77th Street		Multifamily
30.16		8.07	SMF I	12507 South Ashland Avenue		Multifamily
30.17		8.1	SMF I	5658 South Peoria Street		Multifamily
30.18		8.17	SMF I	812 South 19th Avenue		Multifamily
31	13,. 14	8893	CGMRC	Old Spanish Trail Crossing	Barclay Holdings XVIII-A, LLC	Retail	$8,925,000	7/1/2014	360	360
32		9	SMF I	Hurstbourne Business Park Portfolio	Hurstbourne Office Park, LLC and JDG-9505, LLC		$8,900,000	8/7/2014	360	360
32.01		9.01	SMF I	Hurstbourne Business Park		Office
32.02		9.02	SMF I	9505 Williamsburg		Office
33		7604	CGMRC	Tellus AL-TX Portfolio	Hawn Freeway Self Storage, LP, Tellus Eight, LLC and Tellus Nine, LLC		$8,850,000	6/30/2014	360	358
33.01		9067	CGMRC	Daphne Self Storage		Self Storage
33.02		8974	CGMRC	Arlington Park Self Storage		Self Storage
33.03		9068	CGMRC	Hawn Freeway Self Storage		Self Storage
34		10	SMF I	AmeriCenters 3 Portfolio	Americenter of Southfield Limited Parternship, Americenter of Bloomfield Limited Partnership and Americenter of Schaumburg, L.L.C.		$8,600,000	7/10/2014	360	359
34.01		10.03	SMF I	AmeriCenter Bloomfield		Office
34.02		10.01	SMF I	AmeriCenter Southfield		Office
34.03		10.02	SMF I	AmeriCenter Schaumburg		Office
35	15	8968	CGMRC	611 Church Street	Church Street Investments, L.L.C.	Mixed Use	$8,550,000	8/8/2014	360	360
36		8973	CGMRC	1300 Guadalupe	1300 Guadalupe, LP	Office	$8,215,000	7/14/2014	0	0
37		11	SMF I	Holiday Inn Express Utica	North Utica Lodging Associates 2 LLC	Hospitality	$8,150,000	8/14/2014	300	300
38		8533	CGMRC	12000 Edgewater	12000 Edgewater Drive, LLC	Multifamily	$7,500,000	7/30/2014	360	360
39		12	SMF I	19Twenty Apartments	Argos Asset CC, LLC	Multifamily	$7,250,000	8/14/2014	360	360
40			CCRE	Millpond Village Apartments	Millpond Village Apartments II, LLC	Multifamily	$7,250,000	8/11/2014	360	360
41	16	9AKR23	GSMC	Phoenix Industrial	4239 N. 39th Avenue, L.L.C., 38-39th Avenue, L.L.C. and 4245 N. 39th Avenue, L.L.C.	Industrial	$7,050,000	8/14/2014	360	360
42		9070	CGMRC	Sher Lane	Sher Lane, LLC	Retail	$7,000,000	8/7/2014	0	0
43	17	13	SMF I	Van Ness Portfolio-Commanders Palace MHC	Commanders Palace, L.P.	Manufactured Housing	$5,690,000	8/8/2014	360	360
44	17	14	SMF I	Van Ness Portfolio-Camelot Village MHP & RV Park	Tri-Star Investments	Manufactured Housing	$1,280,000	8/8/2014	360	360
45		15	SMF I	Courtyard Gulf Shores	3750 Gulf Shores, LP	Hospitality	$6,900,000	8/14/2014	330	330
46		16	SMF I	Central Business Park	CBP RE5 LLC	Industrial	$6,650,000	7/24/2014	300	299
47		5JV504	GSMC	Broadway Self Storage	Broadway Mexico Self-Storage, LLP	Self Storage	$6,500,000	6/26/2014	0	0
48		9A69P3	GSMC	Victoria Villa Apartments	MAI/BH, LLC	Multifamily	$6,500,000	8/5/2014	300	299
49		8979	CGMRC	Pompano Merchandise Mart	West Atlantic Holdings, LLC	Industrial	$6,400,000	8/7/2014	360	360
50	18	17	SMF I	Hampton Inn Fort Worth	Forest Hills Hospitality LP	Hospitality	$6,300,000	7/17/2014	360	359
51		18	SMF I	The Brittany Apartments	Brittany Burlington LLC	Multifamily	$6,300,000	7/18/2014	300	299
52		19	SMF I	Northpark Calabasas	North Park Calabasas LLC	Office	$6,000,000	8/15/2014	360	360
53			CCRE	Shops at Silver Hill	JCR Silver Hill Investors, LLC	Retail	$5,900,000	7/22/2014	300	300
54		9021	CGMRC	Tops - Erie, PA	Tops BJ Partners LLC	Retail	$5,850,000	7/8/2014	360	359
55	19	9089	CGMRC	The Shoppes of North Port	North Port OMV II, LLC	Retail	$5,700,000	8/1/2014	360	360
56		20	SMF I	Danville Village Power Center	T Danville Village IL, LLC	Retail	$5,700,000	7/9/2014	360	359
57		5JYEJ9	GSMC	Westwind Marketplace	Neuenschwander Enterprises, LLC	Retail	$5,300,000	7/30/2014	360	359
58			CCRE	Westview Corner	JCR Westview Corner, LLC	Retail	$5,250,000	7/22/2014	300	300
59		9035	CGMRC	Holiday Inn Express - Kannapolis, NC	Hiek Holding LLC	Hospitality	$4,550,000	7/15/2014	360	359
60		21	SMF I	3100 Weslayan Office	Hartman 3100 Weslayan 1, LLC, Hartman 3100 Weslayan 3, LLC, Hartman 3100 Weslayan 4, LLC, Hartman 3100 Weslayan 5, LLC, Hartman 3100 Weslayan 7, LLC, Hartman 3100 Weslayan 9, LLC and Hartman 3100 Weslayan 10, LP	Office	$4,300,000	7/21/2014	360	360
61			CCRE	The Vantage Office Condominium	Uniwest WCH, LLC	Office	$4,200,000	8/5/2014	360	359
62		22	SMF I	Rite Aid Grand Blanc	Markus Associates, LLC	Retail	$4,175,000	7/31/2014	300	299
63		5JXVM5	GSMC	Graham Town Center	HPC Graham Investors, LLC	Retail	$3,675,000	8/1/2014	360	360
64			CCRE	Harrison Avenue Office	Harrison Cary Office, LLC	Office	$3,400,000	7/17/2014	360	360
65		5JXPZ3	GSMC	Northwest Houston Retail Ground Lease	10.72 Spring Cypress, Ltd.	Ground Leased Land	$3,200,000	7/1/2014	300	298
66		9074	CGMRC	Tower Plaza	RCG-Carrollton Tower, LLC	Retail	$3,037,500	8/19/2014	360	360
67	20	9042	CGMRC	Bi-Lo - Winnsboro, SC	Winnsboro Ventures, LLC	Retail	$2,950,000	7/22/2014	300	299
68		8913	CGMRC	Fountain Square Shopping Center	1959-2007 Morse Rd. Co., LTD.	Retail	$2,658,500	6/23/2014	360	358
69		9108	CGMRC	Oregon Trail Village Apartments	Boise Green Investors III LLC	Multifamily	$2,500,000	8/14/2014	360	360
70		9252	CGMRC	Bond Street Office	Bond Street Offices, LLC	Office	$2,325,000	7/18/2014	300	299
71		9253	CGMRC	EMU Student Housing Portfolio	EMU Apartments LLC	Multifamily	$2,300,000	7/30/2014	300	299
72		9082	CGMRC	359 South La Brea	359 South La Brea Ave. (LA) Owner, LLC	Retail	$2,100,000	6/30/2014	360	358
73		9034	CGMRC	Homestead Self Storage	Storage Property I, LLC	Self Storage	$2,100,000	5/15/2014	300	297
74		5JW538	GSMC	Durango Courtyard	High Valley VII, LLC	Retail	$2,065,000	8/15/2014	360	360
75		9176	CGMRC	Davita Dialysis	Howell Boulevard LLC	Office	$1,850,000	7/10/2014	300	299

Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Carve-out Guarantor	Letter of Credit	Upfront RE Tax Reserve ($)	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)
1.00	4, 5	7570	CGMRC	Stamford Plaza Portfolio	Aby Rosen and Michael Fuchs	No	$963,416.13	$481,708.06	$0.00	$0.00	$4,470,000.00	$16,374.75
1.01		9130	CGMRC	Two Stamford Plaza
1.02		9132	CGMRC	Four Stamford Plaza
1.03		8937	CGMRC	One Stamford Plaza
1.04		9131	CGMRC	Three Stamford Plaza
2		5J4DX5	GSMC	Coastal Grand Mall	CBL & Associates Limited Partnership and Burroughs & Chapin Company, Inc.	No	$502,833.04	$62,854.13	$0.00	$0.00	$0.00	$0.00
3	6, 7, 8, 9	8555	CGMRC	Beverly Connection	Ben Ashkenazy, Raymond Gindi, Edward S. Gindi	No	$610,000.00	$300,000.00	$0.00	$0.00	$0.00	$7,816.81
4		5JYEH3	GSMC	Asheville Self Storage Portfolio	Jeffrey Pechter and JSP Holdings, LLC	No	$145,952.68	$18,244.09	$0.00	$0.00	$0.00	$7,013.80
4.01		5JYEH3-1	GSMC	3909 Sweeten Creek Road
4.02		5JYEH3-2	GSMC	90 Highland Center Boulevard
4.03		5JYEH3-3	GSMC	17-19 Chaparral Drive
4.04		5JYEH3-4	GSMC	600 Patton Avenue
4.05		5JYEH3-5	GSMC	550 Swannanoa River Road
4.06		5JYEH3-6	GSMC	40 Wilmington Street
4.07		5JYEH3-7	GSMC	102 Glover Street
4.08		5JYEH3-8	GSMC	21 Sardis Road
4.09		5JYEH3-9	GSMC	127 Sweeten Creek Road
4.10		5JYEH3-10	GSMC	1130 Sweeten Creek Road
4.11		5JYEH3-11	GSMC	1931 Spartanburg Highway
4.12		5JYEH3-12	GSMC	2594 Sweeten Creek Road
5		1	SMF I	FedEx Distribution Center	American Capital Corporation	No	$7,396.07	$1,576.43	$8,079.75	$1,154.25	$0.00	$2,532.00
6			CCRE	850 Winter Street	TechCore, LLC	No	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
7			CCRE	The Clusters	Wayne A. Vandenburg, David L. Vandenburg and Sheila M. Vandenburg	No	$327,989.25	$36,443.25	$3,575.32	$1,787.66	$0.00	$8,800.00
8		8908	CGMRC	Hampton Inn & Suites - Yonkers	Jay Furman and Mark Stebbins	No	$89,705.04	$8,155.00	$57,657.44	$4,804.79	$0.00	4% of Gross Room Revenue
9		5JYF17	GSMC	Villa Encanto	Jonathan Lampitt	No	$96,613.33	$19,322.67	$0.00	$0.00	$0.00	$11,614.17
10			CCRE	Towers Shopping Center	Gary D. Rappaport	No	$78,620.67	$19,655.17	$0.00	$0.00	$0.00	$4,872.50
11		9054	CGMRC	Highlands Campus Tech Center	Investcorp US Real Estate, LLC	No	$93,225.65	$31,075.22	$0.00	$0.00	$600,000.00	$0.00
12		9A4L07	GSMC	Bridgestone Apartments	Brian Yeager and Michelle Yeager	No	$114,849.10	$38,283.03	$0.00	$0.00	$0.00	$9,568.00
13		7706	CGMRC	Loganberry Ridge & Parkside Garden Apartments	Tyler Ross, Michael Colman and David Colman	No	$158,239.95	$52,746.65	$0.00	$0.00	$0.00	$17,676.75
13.01		9087	CGMRC	Loganberry Ridge Apartments
13.02		9135	CGMRC	Parkside Garden Apartments
14		2	SMF I	Van Ness Portfolio-Brandondale MHC	Wes Tolley	No	$0.00	$10,203.70	$6,643.35	$3,045.26	$0.00	$2,054.00
15	10		CCRE	Arbutus Shopping Center	AmCap, Incorporated	No	$43,196.02	$14,398.67	$6,454.67	$1,613.67	$40,000.00	$2,677.08
16		3	SMF I	Simply Self Storage - Hermitage, Gallatin & Clarksville	Kurt E. O'Brien	No	$97,164.40	$12,145.55	$12,982.24	$1,622.78	$0.00	$1,910.00
16.01		3.01	SMF I	Simply Self Storage - Hermitage
16.02		3.03	SMF I	Simply Self Storage - Clarksville
16.03		3.02	SMF I	Simply Self Storage - Gallatin
17		5JYEB6	GSMC	City Warehouse	Holt Lunsford Commercial, Inc.	No	$238,738.23	$29,842.28	$30,026.50	$10,008.83	$0.00	$9,166.67
18		9A69O6	GSMC	Victoria Village Apartments	Yakov Albaz	No	$158,106.00	$19,763.25	$89,321.60	$29,773.87	$0.00	$15,300.00
19		4	SMF I	Schirm Farm Apartments	J. David Kelsey and Matthew Sharp	No	$57,222.34	$28,611.17	$26,307.48	$4,384.58	$0.00	$7,546.00
20			CCRE	5th & K Street	Joyce T. Battaglia, Brian F. Caine, Markie M. Battaglia and Marcus A. Battaglia	No	$50,000.00	$6,250.00	$3,495.50	$716.50	$0.00	$0.00
21		5JW520	GSMC	The Grove	Edward S. Devore, Edward S. Devore, Trustee of The Edward S. Devore and Estelle L. Devore Inter Vivos Trust Agreement, Timothy M. English, Timothy M. English, as Trustee of The Timothy M. English Trust I Of 2004, Daniel E. Foley III and Daniel E. Foley III and Sarah J. Foley, Trustees of The Daniel E. Foley III and Sarah J. Foley Trust	No	$6,124.52	$6,124.52	$4,149.52	$2,074.76	$0.00	$679.88
22	11	5	SMF I	Summerstone Apartments	Michael S. Marix	No	$173,512.53	$19,279.17	$12,108.87	$4,036.29	$0.00	$4,148.00
23			CCRE	MHG Hotel Portfolio	Sanjay Patel	No	$42,053.92	$15,276.42	$3,613.17	$1,806.58	$0.00	$11,239.00
23.01			CCRE	Holiday Inn Chicago/Aurora
23.02			CCRE	Fairfield Inn & Suites Noblesville
24			CCRE	The Pines Apartments of Graham	Rodney D. Smith	No	$50,191.17	$7,170.17	$1,998.50	$1,998.50	$0.00	$6,300.00
25			CCRE	Union Parkade	First Hartford Realty Corporation; First Hartford Corporation; Neil H. Ellis	No	$34,780.33	$17,390.17	$6,859.67	$3,429.83	$200,000.00	$3,180.60
26		9039	CGMRC	Hampton Inn & Suites Fargo	Kevin Johnson and Aaron Johnson	No	$69,795.20	$8,724.40	$17,171.88	$3,434.38	$0.00	$9,725.81
27	12	6	SMF I	Holiday Inn Express Corvallis	William Lawson and Jackson Cooper	No	$66,930.60	$6,693.06	$85,114.38	$6,729.75	$0.00	$10,187.00
28			CCRE	Central Coast Self Storage	John R. McGrath, Jr.	No	$50,000.00	$8,333.33	$4,542.92	$908.58	$0.00	$1,256.76
29		7	SMF I	Simply Self Storage - Hendersonville & Franklin	Kurt E. O'Brien	No	$48,521.28	$6,065.16	$7,470.40	$933.80	$0.00	$976.00
29.01		7.02	SMF I	Simply Self Storage - Franklin
29.02		7.01	SMF I	Simply Self Storage - Hendersonville
30		8	SMF I	Pangea 8 Portfolio	Pangea Properties	No	$11,629.80	$11,629.80	$26,328.75	$5,265.75	$0.00	$4,792.00
30.01		8.04	SMF I	8000-8012 South Maryland Avenue
30.02		8.12	SMF I	6829 South King Drive
30.03		8.13	SMF I	7057 South Princeton Avenue
30.04		8.14	SMF I	7400 South Rhodes Avenue
30.05		8.02	SMF I	7914 West Hermitage Avenue
30.06		8.06	SMF I	7101 South Artesian Avenue
30.07		8.08	SMF I	634 Sibley Boulevard
30.08		8.09	SMF I	1501 State Street
30.09		8.11	SMF I	7354-7358 South Dorchester Avenue
30.10		8.15	SMF I	1249 South Fairfield Avenue
30.11		8.16	SMF I	102 South 17th Avenue
30.12		8.18	SMF I	14101 South Atlantic Avenue
30.13		8.03	SMF I	7953 South Wolcott Avenue
30.14		8.05	SMF I	8014 South Maryland Avenue
30.15		8.01	SMF I	1615-1621 West 77th Street
30.16		8.07	SMF I	12507 South Ashland Avenue
30.17		8.1	SMF I	5658 South Peoria Street
30.18		8.17	SMF I	812 South 19th Avenue
31	13,. 14	8893	CGMRC	Old Spanish Trail Crossing	David S. Coia, Daniel L. Vietto, Karen Vietto, Scott T. Archer and Carol Archer	No	$63,144.34	$12,628.87	$0.00	$0.00	$60,000.00	$535.20
32		9	SMF I	Hurstbourne Business Park Portfolio	Kevin Cogan	No	$66,746.60	$7,707.50	$26,922.18	$2,972.75	$0.00	$3,387.00
32.01		9.01	SMF I	Hurstbourne Business Park
32.02		9.02	SMF I	9505 Williamsburg
33		7604	CGMRC	Tellus AL-TX Portfolio	Thomas Davis Gordan	No	$46,457.12	$4,645.71	$34,692.61	$2,668.66	$0.00	$1,725.50
33.01		9067	CGMRC	Daphne Self Storage
33.02		8974	CGMRC	Arlington Park Self Storage
33.03		9068	CGMRC	Hawn Freeway Self Storage
34		10	SMF I	AmeriCenters 3 Portfolio	James D. Blain	No	$15,478.30	$11,433.00	$6,639.36	$829.92	$0.00	$2,716.22
34.01		10.03	SMF I	AmeriCenter Bloomfield
34.02		10.01	SMF I	AmeriCenter Southfield
34.03		10.02	SMF I	AmeriCenter Schaumburg
35	15	8968	CGMRC	611 Church Street	Bradley Hayosh	No	$26,580.59	$6,645.15	$16,973.16	$2,828.86	$0.00	$526.08
36		8973	CGMRC	1300 Guadalupe	Damon Hemmerdinger	No	$163,107.36	$20,388.42	$2,958.03	$1,479.01	$0.00	$556.65
37		11	SMF I	Holiday Inn Express Utica	Arun Patel and Hemant Patel	No	$12,958.80	$3,156.72	$11,914.92	$2,569.10	$0.00	$7,988.00
38		8533	CGMRC	12000 Edgewater	Frank T. Sinito	No	$53,302.63	$17,767.54	$4,375.00	$2,187.50	$700,000.00	$3,510.00
39		12	SMF I	19Twenty Apartments	Don Rodwell, Kim McLean, Melanie Calahan Walz and Jeffrey Thornton	No	$119,383.05	$10,853.55	$15,372.63	$5,124.21	$0.00	$4,158.17
40			CCRE	Millpond Village Apartments	Harvey J. Miller	No	$42,000.00	$6,000.00	$12,243.48	$4,017.29	$0.00	$4,656.17
41	16	9AKR23	GSMC	Phoenix Industrial	Timothy L. Grant and Nannette L. Grant	No	$31,066.59	$6,213.32	$5,043.33	$1,008.67	$0.00	$2,872.63
42		9070	CGMRC	Sher Lane	Ron Sher	No	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
43	17	13	SMF I	Van Ness Portfolio-Commanders Palace MHC	Wes Tolley	No	$55,205.91	$6,133.99	$16,088.28	$3,011.50	$0.00	$1,883.00
44	17	14	SMF I	Van Ness Portfolio-Camelot Village MHP & RV Park	Wes Tolley	No	$26,319.15	$2,924.35	$6,701.68	$1,675.42	$0.00	$858.00
45		15	SMF I	Courtyard Gulf Shores	Caroles J. Rodriguez and David Buddemeyer	No	$35,740.98	$2,978.42	$27,354.90	$7,829.10	$0.00	$8,120.00
46		16	SMF I	Central Business Park	Jason Pomeroy	No	$36,390.86	$18,195.43	$32,810.12	$2,343.58	$0.00	$3,576.00
47		5JV504	GSMC	Broadway Self Storage	Harvey L. Saipe	No	$18,257.23	$9,128.61	$10,536.50	$810.50	$25,000.00	$0.00
48		9A69P3	GSMC	Victoria Villa Apartments	Yakov Albaz	No	$127,326.00	$15,915.75	$45,852.93	$15,284.31	$0.00	$9,400.00
49		8979	CGMRC	Pompano Merchandise Mart	William Belford	No	$83,048.12	$11,864.02	$58,535.40	$8,362.20	$0.00	$1,970.67
50	18	17	SMF I	Hampton Inn Fort Worth	Atul Masters and Hena Masters	No	$87,454.30	$8,745.43	$29,900.00	$2,491.67	$0.00	$3,038.00
51		18	SMF I	The Brittany Apartments	Rogert Beit and Mark Paley	No	$8,677.02	$8,677.00	$31,554.00	$5,259.00	$294,250.00	$5,778.00
52		19	SMF I	Northpark Calabasas	Donald F. Bell, George A. Krebs and Alvin T. Dickens III	No	$52,286.24	$6,535.78	$3,707.13	$529.59	$0.00	$834.00
53			CCRE	Shops at Silver Hill	Joseph Reger	No	$28,991.38	$2,761.08	$5,918.35	$585.45	$0.00	$367.17
54		9021	CGMRC	Tops - Erie, PA	Marc Jacobowitz and Yerachmeal Jacobson	No	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
55	19	9089	CGMRC	The Shoppes of North Port	Dharma Malempati	No	$85,545.45	$7,776.86	$13,051.76	$4,350.59	$300,000.00	$1,059.00
56		20	SMF I	Danville Village Power Center	Zaffar S. Tabani as Trustee of the 2005 ZST/TBT Descendant's Trust - T Trust, Zaffar S. Tabani	No	$194,235.24	$16,186.27	$8,896.25	$1,779.25	$0.00	$2,628.00
57		5JYEJ9	GSMC	Westwind Marketplace	Leon Neuenschwander and Betty Neuenschwander	No	$10,967.73	$3,655.91	$0.00	$0.00	$0.00	$737.01
58			CCRE	Westview Corner	Joseph Reger	No	$28,385.88	$2,703.42	$5,043.35	$498.90	$0.00	$266.17
59		9035	CGMRC	Holiday Inn Express - Kannapolis, NC	Brian Patrick Martin, N. Leonard Fox and Edward D. Herrick	No	$6,190.19	$4,256.89	$2,577.40	$1,288.70	$0.00	$5,704.50
60		21	SMF I	3100 Weslayan Office	Allen R. Hartman	No	$114,478.35	$16,354.05	$11,468.38	$1,638.34	$0.00	$2,835.00
61			CCRE	The Vantage Office Condominium	Norman R. Pozez	No	$39,600.00	$7,200.00	$1,789.33	$223.67	$0.00	$298.13
62		22	SMF I	Rite Aid Grand Blanc	Doraid Markus	No	$0.00	$0.00	$0.00	$0.00	$0.00	$242.00
63		5JXVM5	GSMC	Graham Town Center	Jeffrey Seltzer	No	$31,719.10	$6,343.82	$0.00	$0.00	$0.00	$1,585.00
64			CCRE	Harrison Avenue Office	Grubb Real Estate Investment Company, LLC	No	$3,351.83	$3,351.83	$0.00	$144.29	$0.00	$676.92
65		5JXPZ3	GSMC	Northwest Houston Retail Ground Lease	Fred F. Caldwell	No	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
66		9074	CGMRC	Tower Plaza	RCG Ventures Fund III, L.P.	No	$19,643.17	$1,785.74	$8,727.95	$793.45	$23,812.50	$1,123.50
67	20	9042	CGMRC	Bi-Lo - Winnsboro, SC	Andrea L. Plotkin and Steven M. Levy	No	$48,995.58	$5,443.95	$12,474.00	$1,039.50	$0.00	$1,438.25
68		8913	CGMRC	Fountain Square Shopping Center	Aaron S. Gilbert	No	$14,475.84	$7,237.92	$756.88	$756.88	$0.00	$662.83
69		9108	CGMRC	Oregon Trail Village Apartments	William Bennett	No	$12,648.33	$3,162.08	$922.08	$461.04	$0.00	$1,276.00
70		9252	CGMRC	Bond Street Office	Terence W. Scott and Valerie Mae Scott	No	$4,166.67	$4,166.67	$949.83	$949.83	$1,731.83	$1,731.83
71		9253	CGMRC	EMU Student Housing Portfolio	William J. Godfrey	No	$6,787.00	$6,787.00	$2,137.75	$2,137.75	$0.00	$2,319.26
72		9082	CGMRC	359 South La Brea	CIM Group (CA), LLC	No	$14,065.96	$2,344.33	$408.98	$68.16	$0.00	$40.45
73		9034	CGMRC	Homestead Self Storage	Anamesa Properties, Trust Q under the R. and J. Lucas Living Trust Dated September 11, 1980, Michael Rolfes and Barry Adnams	No	$4,167.00	$4,167.00	$2,035.00	$2,035.00	$0.00	$0.00
74		5JW538	GSMC	Durango Courtyard	Edward S. Devore, Edward S. Devore, Trustee of The Edward S. Devore and Estelle L. Devore Inter Vivos Trust Agreement, Timothy M. English, Timothy M. English, as Trustee of The Timothy M. English Trust I Of 2004, Daniel E. Foley III and Daniel E. Foley III and Sarah J. Foley, Trustees of The Daniel E. Foley III and Sarah J. Foley Trust	No	$760.61	$760.61	$808.49	$404.24	$0.00	$417.83
75		9176	CGMRC	Davita Dialysis	Vincent Curran, Jr.	No	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00

Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)
1.00	4, 5	7570	CGMRC	Stamford Plaza Portfolio	$0.00	$0.00	$187,500.00	$0.00	$0.00	$0.00	$945,000.00	$0.00	$0.00
1.01		9130	CGMRC	Two Stamford Plaza
1.02		9132	CGMRC	Four Stamford Plaza
1.03		8937	CGMRC	One Stamford Plaza
1.04		9131	CGMRC	Three Stamford Plaza
2		5J4DX5	GSMC	Coastal Grand Mall	$826,916.00	$0.00	$0.00	$206,729.00	$0.00	$0.00	$0.00	$0.00	$0.00
3	6, 7, 8, 9	8555	CGMRC	Beverly Connection	$0.00	$0.00	$0.00	$1,000,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
4		5JYEH3	GSMC	Asheville Self Storage Portfolio	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$179,850.00	$0.00	$1,650.00
4.01		5JYEH3-1	GSMC	3909 Sweeten Creek Road
4.02		5JYEH3-2	GSMC	90 Highland Center Boulevard
4.03		5JYEH3-3	GSMC	17-19 Chaparral Drive
4.04		5JYEH3-4	GSMC	600 Patton Avenue
4.05		5JYEH3-5	GSMC	550 Swannanoa River Road
4.06		5JYEH3-6	GSMC	40 Wilmington Street
4.07		5JYEH3-7	GSMC	102 Glover Street
4.08		5JYEH3-8	GSMC	21 Sardis Road
4.09		5JYEH3-9	GSMC	127 Sweeten Creek Road
4.10		5JYEH3-10	GSMC	1130 Sweeten Creek Road
4.11		5JYEH3-11	GSMC	1931 Spartanburg Highway
4.12		5JYEH3-12	GSMC	2594 Sweeten Creek Road
5		1	SMF I	FedEx Distribution Center	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
6			CCRE	850 Winter Street	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
7			CCRE	The Clusters	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
8		8908	CGMRC	Hampton Inn & Suites - Yonkers	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$6,437.50	$0.00	$0.00
9		5JYF17	GSMC	Villa Encanto	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
10			CCRE	Towers Shopping Center	$0.00	$0.00	$15,342.00	$0.00	$0.00	$0.00	$737,000.00	$0.00	$0.00
11		9054	CGMRC	Highlands Campus Tech Center	$0.00	$850,000.00	$0.00	$850,000.00	$0.00	$0.00	$122,500.00	$0.00	$0.00
12		9A4L07	GSMC	Bridgestone Apartments	$250,000.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
13		7706	CGMRC	Loganberry Ridge & Parkside Garden Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$82,550.00	$0.00	$150,000.00
13.01		9087	CGMRC	Loganberry Ridge Apartments
13.02		9135	CGMRC	Parkside Garden Apartments
14		2	SMF I	Van Ness Portfolio-Brandondale MHC	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
15	10		CCRE	Arbutus Shopping Center	$0.00	$100,000.00	$0.00	$100,000.00	$0.00	$0.00	$26,759.00	$0.00	$0.00
16		3	SMF I	Simply Self Storage - Hermitage, Gallatin & Clarksville	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
16.01		3.01	SMF I	Simply Self Storage - Hermitage
16.02		3.03	SMF I	Simply Self Storage - Clarksville
16.03		3.02	SMF I	Simply Self Storage - Gallatin
17		5JYEB6	GSMC	City Warehouse	$500,000.00	$0.00	$13,750.00	$500,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
18		9A69O6	GSMC	Victoria Village Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$375,000.00	$0.00	$0.00
19		4	SMF I	Schirm Farm Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
20			CCRE	5th & K Street	$0.00	$68,000.00	$0.00	$68,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
21		5JW520	GSMC	The Grove	$0.00	$0.00	$4,583.33	$220,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
22	11	5	SMF I	Summerstone Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$89,470.00	$0.00	$0.00
23			CCRE	MHG Hotel Portfolio	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$18,500.00	$0.00	$0.00
23.01			CCRE	Holiday Inn Chicago/Aurora
23.02			CCRE	Fairfield Inn & Suites Noblesville
24			CCRE	The Pines Apartments of Graham	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$26,406.25	$0.00	$0.00
25			CCRE	Union Parkade	$0.00	$200,000.00	$5,890.00	$0.00	$0.00	$0.00	$11,000.00	$0.00	$0.00
26		9039	CGMRC	Hampton Inn & Suites Fargo	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
27	12	6	SMF I	Holiday Inn Express Corvallis	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
28			CCRE	Central Coast Self Storage	$30,160.00	$0.00	$0.00	$0.00	$0.00	$0.00	$5,562.50	$0.00	$0.00
29		7	SMF I	Simply Self Storage - Hendersonville & Franklin	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
29.01		7.02	SMF I	Simply Self Storage - Franklin
29.02		7.01	SMF I	Simply Self Storage - Hendersonville
30		8	SMF I	Pangea 8 Portfolio	$172,500.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
30.01		8.04	SMF I	8000-8012 South Maryland Avenue
30.02		8.12	SMF I	6829 South King Drive
30.03		8.13	SMF I	7057 South Princeton Avenue
30.04		8.14	SMF I	7400 South Rhodes Avenue
30.05		8.02	SMF I	7914 West Hermitage Avenue
30.06		8.06	SMF I	7101 South Artesian Avenue
30.07		8.08	SMF I	634 Sibley Boulevard
30.08		8.09	SMF I	1501 State Street
30.09		8.11	SMF I	7354-7358 South Dorchester Avenue
30.10		8.15	SMF I	1249 South Fairfield Avenue
30.11		8.16	SMF I	102 South 17th Avenue
30.12		8.18	SMF I	14101 South Atlantic Avenue
30.13		8.03	SMF I	7953 South Wolcott Avenue
30.14		8.05	SMF I	8014 South Maryland Avenue
30.15		8.01	SMF I	1615-1621 West 77th Street
30.16		8.07	SMF I	12507 South Ashland Avenue
30.17		8.1	SMF I	5658 South Peoria Street
30.18		8.17	SMF I	812 South 19th Avenue
31	13,. 14	8893	CGMRC	Old Spanish Trail Crossing	$60,000.00	$0.00	$3,803.50	$185,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
32		9	SMF I	Hurstbourne Business Park Portfolio	$203,213.00	$150,000.00	$11,806.00	$350,000.00	$0.00	$0.00	$33,305.00	$0.00	$0.00
32.01		9.01	SMF I	Hurstbourne Business Park
32.02		9.02	SMF I	9505 Williamsburg
33		7604	CGMRC	Tellus AL-TX Portfolio	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$11,418.75	$0.00	$0.00
33.01		9067	CGMRC	Daphne Self Storage
33.02		8974	CGMRC	Arlington Park Self Storage
33.03		9068	CGMRC	Hawn Freeway Self Storage
34		10	SMF I	AmeriCenters 3 Portfolio	$0.00	$75,000.00	$0.00	$75,000.00	$0.00	$0.00	$39,763.00	$0.00	$0.00
34.01		10.03	SMF I	AmeriCenter Bloomfield
34.02		10.01	SMF I	AmeriCenter Southfield
34.03		10.02	SMF I	AmeriCenter Schaumburg
35	15	8968	CGMRC	611 Church Street	$18,939.00	$0.00	$565.17	$20,346.00	$0.00	$0.00	$0.00	$0.00	$0.00
36		8973	CGMRC	1300 Guadalupe	$0.00	$0.00	$3,711.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
37		11	SMF I	Holiday Inn Express Utica	$285,000.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
38		8533	CGMRC	12000 Edgewater	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
39		12	SMF I	19Twenty Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
40			CCRE	Millpond Village Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$10,093.75	$0.00	$0.00
41	16	9AKR23	GSMC	Phoenix Industrial	$103,414.50	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
42		9070	CGMRC	Sher Lane	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
43	17	13	SMF I	Van Ness Portfolio-Commanders Palace MHC	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
44	17	14	SMF I	Van Ness Portfolio-Camelot Village MHP & RV Park	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
45		15	SMF I	Courtyard Gulf Shores	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$126,979.00	$0.00	$0.00
46		16	SMF I	Central Business Park	$0.00	$150,000.00	$11,270.00	$500,000.00	$0.00	$0.00	$148,144.00	$0.00	$0.00
47		5JV504	GSMC	Broadway Self Storage	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$660.00	$0.00	$0.00
48		9A69P3	GSMC	Victoria Villa Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$225,600.00	$0.00	$100,000.00
49		8979	CGMRC	Pompano Merchandise Mart	$0.00	$125,000.00	$3,941.42	$125,000.00	$0.00	$0.00	$5,625.00	$0.00	$0.00
50	18	17	SMF I	Hampton Inn Fort Worth	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
51		18	SMF I	The Brittany Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$105,750.00	$0.00	$0.00
52		19	SMF I	Northpark Calabasas	$0.00	$250,000.00	$0.00	$250,000.00	$0.00	$0.00	$111,250.00	$0.00	$0.00
53			CCRE	Shops at Silver Hill	$0.00	$50,000.00	$2,448.17	$100,000.00	$0.00	$0.00	$2,220.00	$0.00	$0.00
54		9021	CGMRC	Tops - Erie, PA	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
55	19	9089	CGMRC	The Shoppes of North Port	$300,000.00	$185,000.00	$3,882.00	$185,000.00	$0.00	$0.00	$22,250.00	$0.00	$0.00
56		20	SMF I	Danville Village Power Center	$0.00	$300,000.00	$2,628.00	$500,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
57		5JYEJ9	GSMC	Westwind Marketplace	$0.00	$0.00	$2,916.67	$150,000.00	$0.00	$0.00	$122,721.50	$0.00	$0.00
58			CCRE	Westview Corner	$0.00	$50,000.00	$1,774.17	$75,000.00	$0.00	$0.00	$1,100.00	$0.00	$0.00
59		9035	CGMRC	Holiday Inn Express - Kannapolis, NC	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
60		21	SMF I	3100 Weslayan Office	$0.00	$300,000.00	$0.00	$300,000.00	$0.00	$0.00	$20,010.00	$0.00	$0.00
61			CCRE	The Vantage Office Condominium	$17,887.50	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
62		22	SMF I	Rite Aid Grand Blanc	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$43,750.00
63		5JXVM5	GSMC	Graham Town Center	$60,000.00	$0.00	$3,333.33	$120,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
64			CCRE	Harrison Avenue Office	$0.00	$250,000.00	$3,760.50	$100,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
65		5JXPZ3	GSMC	Northwest Houston Retail Ground Lease	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
66		9074	CGMRC	Tower Plaza	$40,446.00	$0.00	$3,745.00	$200,000.00	$0.00	$0.00	$15,687.50	$0.00	$0.00
67	20	9042	CGMRC	Bi-Lo - Winnsboro, SC	$0.00	$125,000.00	$1,875.93	$150,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
68		8913	CGMRC	Fountain Square Shopping Center	$0.00	$0.00	$2,209.50	$132,567.50	$0.00	$0.00	$382,000.00	$0.00	$0.00
69		9108	CGMRC	Oregon Trail Village Apartments	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
70		9252	CGMRC	Bond Street Office	$0.00	$90,000.00	$7,500.00	$90,000.00	$0.00	$0.00	$0.00	$0.00	$0.00
71		9253	CGMRC	EMU Student Housing Portfolio	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$7,625.00	$0.00	$0.00
72		9082	CGMRC	359 South La Brea	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
73		9034	CGMRC	Homestead Self Storage	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$29,575.00	$0.00	$0.00
74		5JW538	GSMC	Durango Courtyard	$0.00	$0.00	$908.33	$43,600.00	$0.00	$0.00	$0.00	$0.00	$0.00
75		9176	CGMRC	Davita Dialysis	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00

Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Ongoing Environmental Reserve ($)	Upfront Other Reserve ($)	Ongoing Other Reserve ($)	Other Reserve Description	Grace Period- Default	Grace Period- Late Fee	Residual Value Insurance	Lease Enhancement Insurance	Environmental Insurance	O&M Required
1.00	4, 5	7570	CGMRC	Stamford Plaza Portfolio	$0.00	$665,869.77	$0.00	Unfunded Obligations	0	0	No	No	No	Asbestos
1.01		9130	CGMRC	Two Stamford Plaza							No	No	No	Asbestos
1.02		9132	CGMRC	Four Stamford Plaza							No	No	No	Asbestos
1.03		8937	CGMRC	One Stamford Plaza							No	No	No	Asbestos
1.04		9131	CGMRC	Three Stamford Plaza							No	No	No	Asbestos
2		5J4DX5	GSMC	Coastal Grand Mall	$0.00	$1,397,410.00	$0.00	Unfunded Obligations	0	0	No	No	No	None
3	6, 7, 8, 9	8555	CGMRC	Beverly Connection	$0.00	$7,858,667.70	$0.00	Unfunded TI/LC Reserve ($5,325,250.16); Saks Free Rent Reserve ($1,723,470); Unfunded Cam Reserve ($497,204.04); Unfunded Condemnation Insurance Reserve($165,000); Ground Rent Reserve ($147,743.50)	0	0	No	No	No	Asbestos
4		5JYEH3	GSMC	Asheville Self Storage Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos
4.01		5JYEH3-1	GSMC	3909 Sweeten Creek Road							No	No	No	Asbestos
4.02		5JYEH3-2	GSMC	90 Highland Center Boulevard							No	No	No	Asbestos
4.03		5JYEH3-3	GSMC	17-19 Chaparral Drive							No	No	No	Asbestos
4.04		5JYEH3-4	GSMC	600 Patton Avenue							No	No	No	None
4.05		5JYEH3-5	GSMC	550 Swannanoa River Road							No	No	No	Asbestos
4.06		5JYEH3-6	GSMC	40 Wilmington Street							No	No	No	Asbestos
4.07		5JYEH3-7	GSMC	102 Glover Street							No	No	No	None
4.08		5JYEH3-8	GSMC	21 Sardis Road							No	No	No	None
4.09		5JYEH3-9	GSMC	127 Sweeten Creek Road							No	No	No	Asbestos
4.10		5JYEH3-10	GSMC	1130 Sweeten Creek Road							No	No	No	Asbestos
4.11		5JYEH3-11	GSMC	1931 Spartanburg Highway							No	No	No	Asbestos
4.12		5JYEH3-12	GSMC	2594 Sweeten Creek Road							No	No	No	None
5		1	SMF I	FedEx Distribution Center	$0.00	$0.00	$0.00		0	0	No	No	No	No
6			CCRE	850 Winter Street	$0.00	$0.00	$0.00		0	5	No	No	No	None
7			CCRE	The Clusters	$0.00	$1,065,000.00	$0.00	Capital Improvement Reserve	0	10	No	No	No	Asbestos
8		8908	CGMRC	Hampton Inn & Suites - Yonkers	$0.00	$0.00	$0.00		0	0	No	No	No	None
9		5JYF17	GSMC	Villa Encanto	$0.00	$0.00	$0.00		0	0	No	No	No	None
10			CCRE	Towers Shopping Center	$0.00	$1,285,314.43	$0.00	Outstanding TI/LC Reserve ($1,248,583); Rent Concession Reserve ($36,731)	0	5	No	No	No	Asbestos
11		9054	CGMRC	Highlands Campus Tech Center	$0.00	$197,204.56	$0.00	Unfunded Obligations	0	0	No	No	No	None
12		9A4L07	GSMC	Bridgestone Apartments	$0.00	$0.00	$0.00		0	5 days grace, once per calendar year	No	No	No	None
13		7706	CGMRC	Loganberry Ridge & Parkside Garden Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	Various
13.01		9087	CGMRC	Loganberry Ridge Apartments							No	No	No	Asbestos, Lead Based Paint
13.02		9135	CGMRC	Parkside Garden Apartments							No	No	No	Lead Based Paint
14		2	SMF I	Van Ness Portfolio-Brandondale MHC	$0.00	$0.00	$0.00		0	0	No	No	No	ACM & LPB
15	10		CCRE	Arbutus Shopping Center	$0.00	$0.00	$0.00		0	0	No	No	Yes	Asbestos
16		3	SMF I	Simply Self Storage - Hermitage, Gallatin & Clarksville	$0.00	$0.00	$0.00		0	0	No	No	No	No
16.01		3.01	SMF I	Simply Self Storage - Hermitage							No	No	No	No
16.02		3.03	SMF I	Simply Self Storage - Clarksville							No	No	No	No
16.03		3.02	SMF I	Simply Self Storage - Gallatin							No	No	No	No
17		5JYEB6	GSMC	City Warehouse	$0.00	$43,200.00	$50,000.00	Bigs Packaging Reserve ($43,200); Hampton Lumber Sales Reserve ($50,000 per month until cap of $250,000 is reached)	5 days grace, once during loan term prior to declaring Event of Default	0	No	No	No	None
18		9A69O6	GSMC	Victoria Village Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint
19		4	SMF I	Schirm Farm Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	No
20			CCRE	5th & K Street	$0.00	$0.00	$0.00		0	0	No	No	No	None
21		5JW520	GSMC	The Grove	$0.00	$0.00	$0.00		0	0	No	No	No	None
22	11	5	SMF I	Summerstone Apartments	$0.00	$80,000.00	$12,200.00	Cash Holdback (Upfront); Liquidity Reserve (Ongoing)	0	0	No	No	No	ACM
23			CCRE	MHG Hotel Portfolio	$0.00	$50,000.00	$0.00	Seasonality Reserve (Capped at $135,000)	0	0	No	No	No	Various
23.01			CCRE	Holiday Inn Chicago/Aurora							No	No	No	None
23.02			CCRE	Fairfield Inn & Suites Noblesville							No	No	No	Lead in Drinking Water (re-test) no O&M
24			CCRE	The Pines Apartments of Graham	$0.00	$0.00	$0.00		0	15	No	No	No	None
25			CCRE	Union Parkade	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos
26		9039	CGMRC	Hampton Inn & Suites Fargo	$0.00	$0.00	$0.00		0	0	No	No	No	None
27	12	6	SMF I	Holiday Inn Express Corvallis	$0.00	$0.00	$0.00		0	0	No	No	No	No
28			CCRE	Central Coast Self Storage	$0.00	$0.00	$0.00		0	0	No	No	No	None
29		7	SMF I	Simply Self Storage - Hendersonville & Franklin	$0.00	$0.00	$0.00		0	0	No	No	No	No
29.01		7.02	SMF I	Simply Self Storage - Franklin							No	No	No	No
29.02		7.01	SMF I	Simply Self Storage - Hendersonville							No	No	No	No
30		8	SMF I	Pangea 8 Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	ACM & LPB
30.01		8.04	SMF I	8000-8012 South Maryland Avenue							No	No	No	ACM & LPB
30.02		8.12	SMF I	6829 South King Drive							No	No	No	ACM & LPB
30.03		8.13	SMF I	7057 South Princeton Avenue							No	No	No	ACM & LPB
30.04		8.14	SMF I	7400 South Rhodes Avenue							No	No	No	ACM & LPB
30.05		8.02	SMF I	7914 West Hermitage Avenue							No	No	No	ACM & LPB
30.06		8.06	SMF I	7101 South Artesian Avenue							No	No	No	ACM & LPB
30.07		8.08	SMF I	634 Sibley Boulevard							No	No	No	ACM & LPB
30.08		8.09	SMF I	1501 State Street							No	No	No	ACM & LPB
30.09		8.11	SMF I	7354-7358 South Dorchester Avenue							No	No	No	ACM & LPB
30.10		8.15	SMF I	1249 South Fairfield Avenue							No	No	No	ACM & LPB
30.11		8.16	SMF I	102 South 17th Avenue							No	No	No	ACM & LPB
30.12		8.18	SMF I	14101 South Atlantic Avenue							No	No	No	ACM & LPB
30.13		8.03	SMF I	7953 South Wolcott Avenue							No	No	No	ACM & LPB
30.14		8.05	SMF I	8014 South Maryland Avenue							No	No	No	ACM & LPB
30.15		8.01	SMF I	1615-1621 West 77th Street							No	No	No	ACM & LPB
30.16		8.07	SMF I	12507 South Ashland Avenue							No	No	No	ACM & LPB
30.17		8.1	SMF I	5658 South Peoria Street							No	No	No	ACM & LPB
30.18		8.17	SMF I	812 South 19th Avenue							No	No	No	ACM & LPB
31	13,. 14	8893	CGMRC	Old Spanish Trail Crossing	$0.00	$0.00	$0.00		0	0	No	No	No	None
32		9	SMF I	Hurstbourne Business Park Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
32.01		9.01	SMF I	Hurstbourne Business Park							No	No	No	ACM
32.02		9.02	SMF I	9505 Williamsburg							No	No	No	ACM
33		7604	CGMRC	Tellus AL-TX Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	Various
33.01		9067	CGMRC	Daphne Self Storage							No	No	No	None
33.02		8974	CGMRC	Arlington Park Self Storage							No	No	No	None
33.03		9068	CGMRC	Hawn Freeway Self Storage							No	No	No	Asbestos
34		10	SMF I	AmeriCenters 3 Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
34.01		10.03	SMF I	AmeriCenter Bloomfield							No	No	No	ACM
34.02		10.01	SMF I	AmeriCenter Southfield							No	No	No	ACM
34.03		10.02	SMF I	AmeriCenter Schaumburg							No	No	No	ACM
35	15	8968	CGMRC	611 Church Street	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint
36		8973	CGMRC	1300 Guadalupe	$0.00	$0.00	$0.00		0	0	No	No	No	None
37		11	SMF I	Holiday Inn Express Utica	$0.00	$0.00	$0.00		0	0	No	No	No	No
38		8533	CGMRC	12000 Edgewater	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint, Vapor Sampling
39		12	SMF I	19Twenty Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
40			CCRE	Millpond Village Apartments	$0.00	$35,000.00	$0.00	Flood Insurance Reserve	0	0	No	No	No	Asbestos & LBP
41	16	9AKR23	GSMC	Phoenix Industrial	$0.00	$68,611.80	$0.00	Unfunded Obligations	0	0	No	No	No	None
42		9070	CGMRC	Sher Lane	$0.00	$0.00	$0.00		0	0	No	No	Yes	Asbestos
43	17	13	SMF I	Van Ness Portfolio-Commanders Palace MHC	$0.00	$0.00	$0.00		0	0	No	No	No	ACM & LPB
44	17	14	SMF I	Van Ness Portfolio-Camelot Village MHP & RV Park	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
45		15	SMF I	Courtyard Gulf Shores	$0.00	$0.00	$0.00		0	0	No	No	No	No
46		16	SMF I	Central Business Park	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
47		5JV504	GSMC	Broadway Self Storage	$0.00	$0.00	$0.00		0	0	No	No	No	None
48		9A69P3	GSMC	Victoria Villa Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint
49		8979	CGMRC	Pompano Merchandise Mart	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos
50	18	17	SMF I	Hampton Inn Fort Worth	$0.00	$0.00	$0.00		0	0	No	No	No	No
51		18	SMF I	The Brittany Apartments	$0.00	$0.00	$0.00		0	0	No	No	Yes	ACM
52		19	SMF I	Northpark Calabasas	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
53			CCRE	Shops at Silver Hill	$0.00	$0.00	$0.00		0	0	No	No	No	None
54		9021	CGMRC	Tops - Erie, PA	$0.00	$0.00	$0.00		0	0	No	No	No	None
55	19	9089	CGMRC	The Shoppes of North Port	$0.00	$15,611.70	$0.00	Unfunded Obligations	0	0	No	No	No	None
56		20	SMF I	Danville Village Power Center	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
57		5JYEJ9	GSMC	Westwind Marketplace	$0.00	$213,004.29	$0.00	Unfunded Obligations	0	0	No	No	No	None
58			CCRE	Westview Corner	$0.00	$126,690.00	$0.00	Lease Payment Reserve	0	0	No	No	No	None
59		9035	CGMRC	Holiday Inn Express - Kannapolis, NC	$0.00	$91,193.22	$4,697.75	PIP Reserve ($58,308.97); Seasonality Reserve ($32,884.25)	0	0	No	No	No	None
60		21	SMF I	3100 Weslayan Office	$0.00	$0.00	$0.00		0	0	No	No	No	ACM
61			CCRE	The Vantage Office Condominium	$0.00	$6,708.00	$0.00	Condominium Common Charge Reserve	0	0	No	No	No	None
62		22	SMF I	Rite Aid Grand Blanc	$0.00	$2,588.52	$431.42	Borrower Insurance Reserve	0	0	No	No	No	No
63		5JXVM5	GSMC	Graham Town Center	$0.00	$0.00	$0.00		0	0	No	No	No	None
64			CCRE	Harrison Avenue Office	$0.00	$0.00	$0.00		0	15	No	No	No	Asbestos
65		5JXPZ3	GSMC	Northwest Houston Retail Ground Lease	$0.00	$0.00	$0.00		0	0	No	No	No	None
66		9074	CGMRC	Tower Plaza	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos
67	20	9042	CGMRC	Bi-Lo - Winnsboro, SC	$0.00	$150,000.00	$0.00	Holdback Reserve	0	0	No	No	No	Asbestos
68		8913	CGMRC	Fountain Square Shopping Center	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos
69		9108	CGMRC	Oregon Trail Village Apartments	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint
70		9252	CGMRC	Bond Street Office	$0.00	$0.00	$0.00		0	0	No	No	No	None
71		9253	CGMRC	EMU Student Housing Portfolio	$0.00	$0.00	$0.00		0	0	No	No	No	Asbestos, Lead Based Paint
72		9082	CGMRC	359 South La Brea	$0.00	$0.00	$0.00		0	0	No	No	No	None
73		9034	CGMRC	Homestead Self Storage	$0.00	$0.00	$0.00		0	0	No	No	No	None
74		5JW538	GSMC	Durango Courtyard	$0.00	$0.00	$0.00		0	0	No	No	No	None
75		9176	CGMRC	Davita Dialysis	$0.00	$10,868.88	$0.00	Davita Lease Reserve	0	0	No	No	No	None

Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Cash Management	Lockbox	Units, Pads, Rooms, Sq Ft, Beds	Unit Description	Monthly Debt Service ($) (1)	Interest Accrual Method	Administrative Fee Rate (%) (2)	Additional Strip (%)	Ground Lease Y/N	Prepayment Provision (3)	Companion Loan Flag	Companion Loan Monthly Debt Service ($)	Companion Loan Interest Accrual Method
1.00	4, 5	7570	CGMRC	Stamford Plaza Portfolio	In Place	Hard	982,483.00	SF	$716,447.64	Actual/360	0.01501%	0.00000%		Lockout/25_Defeasance/91_0%/4	Yes	$665,272.81	Actual/360
1.01		9130	CGMRC	Two Stamford Plaza			258,132.00	SF					No
1.02		9132	CGMRC	Four Stamford Plaza			261,982.00	SF					No
1.03		8937	CGMRC	One Stamford Plaza			216,252.00	SF					No
1.04		9131	CGMRC	Three Stamford Plaza			246,117.00	SF					No
2		5J4DX5	GSMC	Coastal Grand Mall	Springing	Hard	631,153.00	SF	$607,843.61	30/360	0.01501%	0.00000%	No	Lockout/11_>YM or 1%/105_0%/4
3	6, 7, 8, 9	8555	CGMRC	Beverly Connection	In Place	Hard	334,566.00	SF	$342,884.55	Actual/360	0.01501%	0.00000%	Yes	Lockout/25_Defeasance/91_0%/4	Yes	$542,493.93	Actual/360
4		5JYEH3	GSMC	Asheville Self Storage Portfolio	None	None	579,425.10	SF	$262,704.30	Actual/360	0.01501%	0.00000%		Lockout/25_Defeasance/91_0%/4
4.01		5JYEH3-1	GSMC	3909 Sweeten Creek Road			67,512.50	SF					No
4.02		5JYEH3-2	GSMC	90 Highland Center Boulevard			75,606.60	SF					No
4.03		5JYEH3-3	GSMC	17-19 Chaparral Drive			40,380.00	SF					No
4.04		5JYEH3-4	GSMC	600 Patton Avenue			51,035.00	SF					No
4.05		5JYEH3-5	GSMC	550 Swannanoa River Road			35,707.00	SF					No
4.06		5JYEH3-6	GSMC	40 Wilmington Street			54,700.00	SF					No
4.07		5JYEH3-7	GSMC	102 Glover Street			79,645.00	SF					No
4.08		5JYEH3-8	GSMC	21 Sardis Road			44,625.00	SF					No
4.09		5JYEH3-9	GSMC	127 Sweeten Creek Road			39,500.00	SF					No
4.10		5JYEH3-10	GSMC	1130 Sweeten Creek Road			32,859.00	SF					No
4.11		5JYEH3-11	GSMC	1931 Spartanburg Highway			32,555.00	SF					No
4.12		5JYEH3-12	GSMC	2594 Sweeten Creek Road			25,300.00	SF					No
5		1	SMF I	FedEx Distribution Center	Springing	Hard	303,839.00	SF	$171,741.61	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
6			CCRE	850 Winter Street	Springing	Springing	180,039.00	SF	$96,790.59	Actual/360	0.01501%	0.02000%	No	Lockout/26_Defeasance/92_0%/4
7			CCRE	The Clusters	Springing	Soft	352.00	Units	$141,386.14	Actual/360	0.03501%	0.00000%	No	Lockout/26_Defeasance/90_0%/4
8		8908	CGMRC	Hampton Inn & Suites - Yonkers	Springing	Springing	150.00	Rooms	$135,101.33	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
9		5JYF17	GSMC	Villa Encanto	None	None	385.00	Units	$130,600.16	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
10			CCRE	Towers Shopping Center	Springing	Hard	292,350.00	SF	$83,321.39	Actual/360	0.01501%	0.02000%	No	Lockout/26_Defeasance/90_0%/4
11		9054	CGMRC	Highlands Campus Tech Center	Springing	Hard	201,801.00	SF	$116,101.58	Actual/360	0.01501%	0.00000%	No	Lockout/26_Defeasance/54_0%/4
12		9A4L07	GSMC	Bridgestone Apartments	None	None	416.00	Units	$115,584.16	Actual/360	0.04501%	0.00000%	No	Lockout/23_>YM or 1%/92_0%/5
13		7706	CGMRC	Loganberry Ridge & Parkside Garden Apartments	Springing	Springing	700.00	Units	$87,866.72	Actual/360	0.01501%	0.00000%		Lockout/24_Defeasance/93_0%/3
13.01		9087	CGMRC	Loganberry Ridge Apartments			397.00	Units					No
13.02		9135	CGMRC	Parkside Garden Apartments			303.00	Units					No
14		2	SMF I	Van Ness Portfolio-Brandondale MHC	Springing	Springing	493.00	Pads	$88,158.40	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
15	10		CCRE	Arbutus Shopping Center	Springing	Springing	91,434.00	SF	$83,446.29	30/360	0.01501%	0.02000%	No	Lockout/24_›YM or 1%/90_0%/6
16		3	SMF I	Simply Self Storage - Hermitage, Gallatin & Clarksville	None	None	229,148.00	SF	$80,149.76	Actual/360	0.01501%	0.00000%		Lockout/24_Defeasance/83_0%/13
16.01		3.01	SMF I	Simply Self Storage - Hermitage			72,123.00	SF					No
16.02		3.03	SMF I	Simply Self Storage - Clarksville			84,375.00	SF					No
16.03		3.02	SMF I	Simply Self Storage - Gallatin			72,650.00	SF					No
17		5JYEB6	GSMC	City Warehouse	Springing	Hard	1,103,316.00	SF	$78,864.94	Actual/360	0.05501%	0.00000%	No	Lockout/23_>YM or 1%/90_0%/7
18		9A69O6	GSMC	Victoria Village Apartments	Springing	Springing	612.00	Units	$70,910.90	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/31_0%/4
19		4	SMF I	Schirm Farm Apartments	None	None	264.00	Units	$60,112.58	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/31_0%/4
20			CCRE	5th & K Street	Springing	Springing	18,078.00	SF	$60,873.56	Actual/360	0.01501%	0.02000%	No	Lockout/24_Defeasance/92_0%/4
21		5JW520	GSMC	The Grove	Springing	Hard	53,976.00	SF	$58,004.21	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
22	11	5	SMF I	Summerstone Apartments	Springing	Springing	192.00	Units	$57,471.23	Actual/360	0.04501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
23			CCRE	MHG Hotel Portfolio	Springing	Hard	141.00	Rooms	$64,919.51	Actual/360	0.01501%	0.02000%		Lockout/24_Defeasance/93_0%/3
23.01			CCRE	Holiday Inn Chicago/Aurora			82.00	Rooms					No
23.02			CCRE	Fairfield Inn & Suites Noblesville			59.00	Rooms					No
24			CCRE	The Pines Apartments of Graham	Springing	Springing	216.00	Units	$55,280.42	Actual/360	0.01501%	0.02000%	No	Lockout/26_Defeasance/90_0%/4
25			CCRE	Union Parkade	Springing	Springing	141,350.00	SF	$53,827.66	Actual/360	0.01501%	0.02000%	No	Lockout/24_Defeasance/90_0%/6
26		9039	CGMRC	Hampton Inn & Suites Fargo	Springing	Springing	90.00	Rooms	$60,954.49	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/92_0%/3
27	12	6	SMF I	Holiday Inn Express Corvallis	Springing	Springing	93.00	Rooms	$52,894.93	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
28			CCRE	Central Coast Self Storage	Springing	Springing	101,326.00	SF	$49,801.38	Actual/360	0.01501%	0.02000%	No	Lockout/26_Defeasance/91_0%/3
29		7	SMF I	Simply Self Storage - Hendersonville & Franklin	None	None	117,120.00	SF	$49,322.93	Actual/360	0.01501%	0.00000%		Lockout/24_Defeasance/83_0%/13
29.01		7.02	SMF I	Simply Self Storage - Franklin			68,757.00	SF					No
29.02		7.01	SMF I	Simply Self Storage - Hendersonville			48,363.00	SF					No
30		8	SMF I	Pangea 8 Portfolio	None	None	230.00	Units	$47,198.74	Actual/360	0.01501%	0.00000%		Lockout/24_Defeasance/91_0%/5
30.01		8.04	SMF I	8000-8012 South Maryland Avenue			39.00	Units					No
30.02		8.12	SMF I	6829 South King Drive			24.00	Units					No
30.03		8.13	SMF I	7057 South Princeton Avenue			15.00	Units					No
30.04		8.14	SMF I	7400 South Rhodes Avenue			12.00	Units					No
30.05		8.02	SMF I	7914 West Hermitage Avenue			13.00	Units					No
30.06		8.06	SMF I	7101 South Artesian Avenue			17.00	Units					No
30.07		8.08	SMF I	634 Sibley Boulevard			11.00	Units					No
30.08		8.09	SMF I	1501 State Street			12.00	Units					No
30.09		8.11	SMF I	7354-7358 South Dorchester Avenue			15.00	Units					No
30.10		8.15	SMF I	1249 South Fairfield Avenue			13.00	Units					No
30.11		8.16	SMF I	102 South 17th Avenue			9.00	Units					No
30.12		8.18	SMF I	14101 South Atlantic Avenue			9.00	Units					No
30.13		8.03	SMF I	7953 South Wolcott Avenue			9.00	Units					No
30.14		8.05	SMF I	8014 South Maryland Avenue			6.00	Units					No
30.15		8.01	SMF I	1615-1621 West 77th Street			8.00	Units					No
30.16		8.07	SMF I	12507 South Ashland Avenue			6.00	Units					No
30.17		8.1	SMF I	5658 South Peoria Street			6.00	Units					No
30.18		8.17	SMF I	812 South 19th Avenue			6.00	Units					No
31	13,. 14	8893	CGMRC	Old Spanish Trail Crossing	Springing	Springing	42,816.00	SF	$45,380.89	Actual/360	0.06001%	0.00000%	No	Lockout/26_>YM or 1%/90_0%/4
32		9	SMF I	Hurstbourne Business Park Portfolio	Springing	Springing	140,223.00	SF	$45,248.48	Actual/360	0.01501%	0.00000%		Lockout/24_Defeasance/89_0%/7
32.01		9.01	SMF I	Hurstbourne Business Park			108,674.00	SF					No
32.02		9.02	SMF I	9505 Williamsburg			31,549.00	SF					No
33		7604	CGMRC	Tellus AL-TX Portfolio	Springing	Springing	193,320.00	SF	$46,325.96	Actual/360	0.04501%	0.00000%		Lockout/26_Defeasance/91_0%/3
33.01		9067	CGMRC	Daphne Self Storage			74,075.32	SF					No
33.02		8974	CGMRC	Arlington Park Self Storage			75,900.18	SF					No
33.03		9068	CGMRC	Hawn Freeway Self Storage			43,345.00	SF					No
34		10	SMF I	AmeriCenters 3 Portfolio	Springing	Springing	47,616.00	SF	$46,140.38	Actual/360	0.01501%	0.00000%		Lockout/25_Defeasance/89_0%/6
34.01		10.03	SMF I	AmeriCenter Bloomfield			14,141.00	SF					No
34.02		10.01	SMF I	AmeriCenter Southfield			17,256.00	SF					No
34.03		10.02	SMF I	AmeriCenter Schaumburg			16,219.00	SF					No
35	15	8968	CGMRC	611 Church Street	Springing	Springing	12.00	Units	$44,086.95	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
36		8973	CGMRC	1300 Guadalupe	Springing	Hard	44,534.00	SF	$28,804.79	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/31_0%/4
37		11	SMF I	Holiday Inn Express Utica	Springing	Springing	75.00	Rooms	$46,338.09	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
38		8533	CGMRC	12000 Edgewater	Springing	Springing	117.00	Units	$40,998.19	Actual/360	0.04501%	0.00000%	No	Lockout/25_Defeasance/32_0%/3
39		12	SMF I	19Twenty Apartments	Springing	Springing	184.00	Units	$37,994.43	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
40			CCRE	Millpond Village Apartments	Springing	Springing	182.00	Units	$38,038.24	Actual/360	0.08001%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
41	16	9AKR23	GSMC	Phoenix Industrial	Springing	Springing	151,950.00	SF	$35,303.64	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
42		9070	CGMRC	Sher Lane	Springing	Springing	45,710.00	SF	$25,372.57	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
43	17	13	SMF I	Van Ness Portfolio-Commanders Palace MHC	Springing	Springing	452.00	Pads	$29,922.28	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
44	17	14	SMF I	Van Ness Portfolio-Camelot Village MHP & RV Park	Springing	Springing	206.00	Pads	$6,731.20	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
45		15	SMF I	Courtyard Gulf Shores	Springing	Soft	90.00	Rooms	$36,926.17	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/91_0%/5
46		16	SMF I	Central Business Park	Springing	Soft Springing	180,307.00	SF	$41,019.70	Actual/360	0.06001%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
47		5JV504	GSMC	Broadway Self Storage	None	None	85,494.00	SF	$22,659.57	Actual/360	0.01501%	0.00000%	No	Lockout/26_Defeasance/90_0%/4
48		9A69P3	GSMC	Victoria Villa Apartments	Springing	Springing	376.00	Units	$35,674.98	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/31_0%/4
49		8979	CGMRC	Pompano Merchandise Mart	Springing	Hard	118,242.00	SF	$33,231.30	Actual/360	0.06001%	0.00000%	No	Lockout/24_Defeasance/93_0%/3
50	18	17	SMF I	Hampton Inn Fort Worth	Springing	Springing	80.00	Rooms	$33,504.74	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
51		18	SMF I	The Brittany Apartments	None	None	214.00	Units	$35,340.05	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
52		19	SMF I	Northpark Calabasas	Springing	Springing	50,000.00	SF	$31,172.39	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
53			CCRE	Shops at Silver Hill	Springing	Springing	29,378.00	SF	$32,541.79	Actual/360	0.01501%	0.02000%	No	Lockout/25_Defeasance/91_0%/4
54		9021	CGMRC	Tops - Erie, PA	Springing	Hard	77,000.00	SF	$30,763.68	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/92_0%/3
55	19	9089	CGMRC	The Shoppes of North Port	Springing	Springing	84,705.00	SF	$28,881.06	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance or >YM or 1%/91_0%/4
56		20	SMF I	Danville Village Power Center	Springing	Springing	126,153.00	SF	$29,837.06	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
57		5JYEJ9	GSMC	Westwind Marketplace	Springing	Springing	26,012.00	SF	$26,651.58	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
58			CCRE	Westview Corner	Springing	Springing	21,290.00	SF	$28,956.68	Actual/360	0.01501%	0.02000%	No	Lockout/25_Defeasance/91_0%/4
59		9035	CGMRC	Holiday Inn Express - Kannapolis, NC	Springing	Hard	81.00	Rooms	$23,488.75	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/30_0%/5
60		21	SMF I	3100 Weslayan Office	Springing	Springing	78,289.00	SF	$22,198.16	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/90_0%/5
61			CCRE	The Vantage Office Condominium	Springing	Hard	23,850.00	SF	$21,369.47	Actual/360	0.01501%	0.02000%	No	Lockout/25_Defeasance/92_0%/3
62		22	SMF I	Rite Aid Grand Blanc	Springing	Hard	11,157.00	SF	$24,799.86	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
63		5JXVM5	GSMC	Graham Town Center	Springing	Springing	53,952.00	SF	$19,280.34	Actual/360	0.04001%	0.00000%	No	Lockout/25_>YM or 1%/91_0%/4
64			CCRE	Harrison Avenue Office	Springing	Springing	30,084.00	SF	$17,348.72	Actual/360	0.01501%	0.02000%	No	Lockout/25_Defeasance/92_0%/3
65		5JXPZ3	GSMC	Northwest Houston Retail Ground Lease	Springing	Springing	165,305.00	SF	$17,755.78	Actual/360	0.01501%	0.00000%	No	Lockout/26_Defeasance/90_0%/4
66		9074	CGMRC	Tower Plaza	Springing	Springing	89,880.00	SF	$15,336.47	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
67	20	9042	CGMRC	Bi-Lo - Winnsboro, SC	Springing	Springing	75,037.00	SF	$16,564.95	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
68		8913	CGMRC	Fountain Square Shopping Center	Springing	Hard	53,027.00	SF	$14,028.69	Actual/360	0.01501%	0.00000%	No	Lockout/26_Defeasance/91_0%/3
69		9108	CGMRC	Oregon Trail Village Apartments	Springing	Springing	60.00	Beds	$13,329.02	Actual/360	0.17001%	0.00000%	No	Lockout/24_Defeasance/93_0%/3
70		9252	CGMRC	Bond Street Office	Springing	Soft	44,830.00	SF	$13,768.40	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/31_0%/4
71		9253	CGMRC	EMU Student Housing Portfolio	Springing	Springing	60.00	Units	$14,069.12	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4
72		9082	CGMRC	359 South La Brea	Springing	Hard	3,236.00	SF	$10,578.09	Actual/360	0.01501%	0.00000%	No	Lockout/26_Defeasance/28_0%/6
73		9034	CGMRC	Homestead Self Storage	Springing	Springing	40,727.00	SF	$12,117.86	Actual/360	0.01501%	0.00000%	No	Lockout/27_>YM or 1%/89_0%/4
74		5JW538	GSMC	Durango Courtyard	Springing	Hard	10,900.00	SF	$10,622.54	Actual/360	0.01501%	0.00000%	No	Lockout/24_Defeasance/92_0%/4
75		9176	CGMRC	Davita Dialysis	Springing	Soft	6,835.00	SF	$10,868.88	Actual/360	0.01501%	0.00000%	No	Lockout/25_Defeasance/91_0%/4

(1)		The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.

(2)		The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.

(3)		The open period is inclusive of the Maturity Date or Anticipated Repayment Date.

(4)		The Cut-off Date Balance of $140,000,000 is evidenced by note A-1 (the controlling note in the principal amount of $120,000,000) and note A-2-A (a non-controlling note in the principal amount of $20,000,000), which notes are part of a $270,000,000 whole loan evidenced by four pari passu notes. The non-controlling pari passu companion loan evidenced by note A-2-B has a principal balance of $30,000,000 as of the Cut-off Date is held outside the Issuing Entity and is expected to be contributed to a future securitization. The non-controlling pari passu companion loan evidenced by note A-3 has a principal balance of $100,000,000 as of the Cut-off Date and is held outside the Issuing Entity but is expected to be contributed to the WFRBS 2014-C22 transaction.

(5)		The lockout period will be at least 25 Due Dates beginning with and including the first Due Date of September 6, 2014. Defeasance of the $270,000,000 Stamford Plaza Portfolio whole loan in full, or in part, is permitted after the second anniversary of the last securitization of any portion of the Stamford Plaza Portfolio whole loan. For the purposes of this free writing prospectus, the assumed lockout period of 25 Due Dates is based on the expected GSMS 2014-GC24 Closing Date in September 2014. The actual lockout period may be longer.

(6)		The Cut-off Date Balance of $87,500,000 represents the controlling Note A-1 of a $210,000,000 whole loan evidenced by three pari passu notes totaling $175,000,000 and a subordinate loan in the amount of $35,000,000. The pari passu companion loans are the non-controlling Note A-2 ($43,750,000) and the non-controlling Note A-3 ($43,750,000), both of which are held outside the Issuing Entity and are expected to be contributed to future securitizations. The subordinate companion loan is evidenced by Note B is also held outside of the issuing entity.

(7)		The lockout period will be at least 25 Due Dates beginning with and including the first Due Date of September 6, 2014. Defeasance of the $210,000,000 Beverly Connection whole loan in full is permitted after the second anniversary of the last securitization of any portion of the Beverly Connection whole loan. For the purposes of this free writing prospectus, the assumed lockout period of 25 Due Dates is based on the expected GSMS 2014-GC24 Closing Date in September 2014. The actual lockout period may be longer.

(8)		In connection with the release of the Beverly Connection lease parcel, lender may, at its option, elect to forego partial defeasance and instead require partial prepayments (with yield maintenance) of one or more of the notes evidencing the Beverly Connection whole loan.

(9)		Beginning on the Due Date in August 2016 and on each Due Date thereafter, the borrow will be required to deposit $16,666.66 into the TI/LC reserve account. Upon the commencement of payments, the balance of the TI/LC reserve account will be subject to a cap of $1,000,000.

(10)		$1,534.16 of the $2,677 Ongoing Replacement Reserve that is associated with roof repairs will only be paid for the first four years of the Mortgage Loan term.

(11)		Monthly deposits of $12,200 will be required to be deposited into a liquidity reserve to be held as additional collateral for the Mortgage Loan. Provided that no event of default or other trigger event (as defined in the Mortgage Loan documents) exists, monthly deposits into the liquidity reserve shall be suspended at any time that the balance is equal to or greater than $226,000. Funds in the liquidity reserve are available to the borrower for any extraordinary capital expenditure in excess of $100,000. On or after September 6, 2017, if (i) no event of default exists, (ii) the underwritten net cash flow debt yield is greater than or equal to 9.0% (based on the trailing twelve calendar months), (iii) the DSCR at the Mortgaged Property is greater than or equal to1.50x (based on the trailing twelve calendar months) and (iv) the funds in the liquidity reserve are equal to or greater than the liquidity reserve cap, then replenishment of the liquidity reserve shall cease and any proceeds in the liquidity reserve will be transferred to the replacement reserve.

(12)		The borrower is required to fund an Ongoing Replacement Reserve in the monthly amount of one-twelfth of 4% of the annual gross revenue generated at the Mortgaged Property, which amount is initially $10,187. Beginning on September 6, 2020, the borrower will be required to deposit an additional $58,000 monthly into the replacement reserve up to a cap of $700,000. In lieu of the $58,000 per month payments, the borrower may deposit an additional $29,000 monthly into the replacement reserve commencing on September 6, 2019.

(13)		Ongoing Replacement Reserves will be $535.20 from the first Due Date in August 2014 until the Due Date in July 2019. The amount of Ongoing Replacement Reserves will increase to $1,875.00 from the Due Date in August 2019 through and including the Due Date in July 2021. The amount of Ongoing Replacement Reserves will then decrease to $892.00 beginning on the Due Date in August 2021 through the Maturity Date of the Mortgage Loan.

(14)		The Replacement Reserves Cap will be $60,000 from the closing date until the Due Date in July 2019. The Replacement Reserves Cap will increase to $105,000 from the Due Date in August 2019 through and including the Due Date in July 2021. The Replacement Reserves Cap will then decrease to $15,000 beginning on the Due Date in August 2021 through the Maturity Date of the Mortgage Loan.

(15)		611 Church Street - The 611 Church Street Mortgaged Property also consists of 13,564 SF related to retail space.

(16)		Phoenix Industrial is comprised of three adjacent properties and is presented as one Mortgaged Property. Three separate environmental phase I reports were completed. Two are dated July 23, 2014, and one is dated July 24, 2014.

(17)		With respect to the Van Ness Portfolio-Commanders Palace MHC and Van Ness Portfolio-Camelot Village MHP & RV Park Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity/ARD, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.

(18)		The borrower is required to make monthly deposits into the replacement reserve in the amount of one-twelfth of 2% of the annual gross revenue generated at Mortgaged Property for the Due Dates up to and including August 6, 2017, currently $3,038. Commencing on September 6, 2017 the borrower is required to make monthly deposits into the replacement reserve in the amount of one-twelfth of 4% of annual gross revenue generated at the Mortgaged Property.

(19)		Following the completion of the Roof Replacement Work, the Replacement Reserve Cap falls to $100,000.

(20)		Ongoing Replacement Reserves will be $1,438.25 from the first Due Date in September 2014 through and including the Due Date in August 2020. The amount of Ongoing Replacement Reserves will increase to $2,501.23 from the Due Date in September 2020 through and including the Due Date in August 2023. The amount of Ongoing Replacement Reserves will then decrease to $1,438.25 beginning on the Due Date in September 2023 through the Maturity Date of the Mortgage Loan.

EXHIBIT Q

LIST OF AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR

The following Person shall be the Authorized Representative of the Depositor until such time as such Person notifies the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, and the Custodian in writing of the identity of a successor Authorized Representative of the Depositor:

Leah Nivison

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Phone number: (212) 357-2702

Telecopy number: (212) 428-1439

E-mail address: leah.nivison@gs.com

Exhibit Q-1

EXHIBIT R

FORM OF OPERATING ADVISOR ANNUAL REPORT1

Report Date: Report will be delivered annually (after the occurrence and during the continuance of a Control Termination Event) no later than [INSERT DATE].

Transaction: GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Operating Advisor: [ ]

Special Servicer: [ ]

Controlling Class Representative: [ ]

I. Population of Mortgage Loans that Were Considered in Compiling This Report

[ ] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].

(a) [ ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.

(b) [ ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating Advisor’s requirements outlined in the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes, does not believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

1This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

Exhibit R-1

In connection with the assessment set forth in this report, the Operating Advisor:

Reviewed any assessment of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]

III. Specific Items of Review

1. The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].

2. During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].

3. Appraisal Reduction calculations and net present value calculations:

(a) The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special Servicer.

(b) The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.

(c) After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.

4. The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].

5. In addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].

IV. Qualifications Related to the Work Product Undertaken and Opinions Related to this Report

Exhibit R-2

1. In accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and the Controlling Class Representative’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling Class Representative directly pursuant to the Pooling and Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this report.

2. The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.

3. Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.

4. The Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s Website.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.

[ ]


By:
Name:
Title:

Exhibit R-3

EXHIBIT S [TO BE CONFIRMED]

SUBSERVICING AGREEMENTS


Property Name		Sub-Servicer Name
Pompano Merchandise Mart		Berkadia Commercial Mortgage LLC
Oregon Trail Village Apartments		Berkadia Commercial Mortgage LLC
Millpond Village Apartments		Berkeley Point Capital LLC
Central Business Park		Bernard Financial Corporation d/b/a Bernard Financial Servicing Group
Graham Town Center		GEMSA Loan Services, L.P.
Old Spanish Trail Crossing		NorthMarq Capital, LLC
Bridgestone Apartments		Bellwether Enterprise Real Estate Capital, LLC
The Clusters		Holliday Fenoglio Fowler, L.P.
City Warehouse		Holliday Fenoglio Fowler, L.P.
Summerstone Apartments		Holliday Fenoglio Fowler, L.P.
850 Winter Street		CCRE Servicing LLC
Towers Shopping Center		CCRE Servicing LLC
Arbutus Shopping Center		CCRE Servicing LLC
5th & K Street		CCRE Servicing LLC
MHG Hotel Portfolio		CCRE Servicing LLC
The Pines Apartments of Graham		CCRE Servicing LLC
Union Parkade		CCRE Servicing LLC
Central Coast Self Storage		CCRE Servicing LLC
Shops at Silver Hill		CCRE Servicing LLC
Westview Corner		CCRE Servicing LLC
The Vantage Office Condominium		CCRE Servicing LLC
Harrison Avenue Office		CCRE Servicing LLC

Exhibit S-1

EXHIBIT T

FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION

Wells Fargo Bank, National Association,

as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: CMBS – GS 2014-GC24

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

LNR Partners, LLC,

as Special Servicer

160 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

This letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, on behalf of the holders of GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass Through Certificates, Series 2014-GC24 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

Based upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].

Based upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such capacity.

Exhibit T-1

	Very truly yours,


	[The Operating Advisor]

	By:
		Name:
		Title:

Dated:

Exhibit T-2

EXHIBIT U

ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.03 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such information is relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this GS 2014-GC24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

	Item on Form 10-D			Party Responsible
	Item 1: Distribution and Pool Performance Information Any information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement			Certificate Administrator Depositor Master Servicer (only with respect to Item 1121(a)(12) as to non-Specially Serviced Loans) Special Servicer (only with respect to Item 1121(a)(12) as to Specially Serviced Loans)
	Item 2: Legal Proceedings per Item 1117 of Regulation AB			(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Master Servicer and the Special Servicer as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1)

Exhibit U-1

				party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Item 3: Sale of Securities and Use of Proceeds			Depositor
	Item 4: Defaults Upon Senior Securities			Certificate Administrator Trustee
	Item 5: Submission of Matters to a Vote of Security Holders			Certificate Administrator
	Item 6: Significant Obligors of Pool Assets			Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”) Special Servicer (as to REO Properties)
	Item 7: Significant Enhancement Provider Information			Depositor
	Item 8: Other Information			Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9: Exhibits			Certificate Administrator Depositor

Exhibit U-2

EXHIBIT V

ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and any Other Depositor and Other Exchange Act Reporting Party to which such disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection with Item 1112(b) below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator. the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this GS 2014-GC24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

	Item on Form 10-K			Party Responsible
	Item 1B: Unresolved Staff Comments			Depositor
	Item 9B: Other Information			Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules			Certificate Administrator Depositor
	Additional Item: Disclosure per Item 1117 of Regulation AB			(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator

Exhibit V-1

				and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional Item: Disclosure per Item 1119 of Regulation AB			(i) All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional Item: Disclosure per Item 1112(b) of Regulation AB			Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”) Special Servicer (as to REO Properties)
	Additional Item: Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB			Depositor

Exhibit V-2

EXHIBIT W

FORM OF ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [ ] AND VIA EMAIL TO [ ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS), GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through Certificates, Series 2014-GC24

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section [ ] of the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ].

Exhibit W-1

	[NAME OF PARTY],
		as [role]

	By:
		Name:
		Title:

Exhibit W-2

EXHIBIT X

FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer.

I, [identifying the certifying individual], certify that:

1.	I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed in respect of period covered by this annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);

Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;

Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the master servicer and the special servicer have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects; and

All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate Administrator][Trustee]

Exhibit X-1

Date:


[Signature]
[Title]

Exhibit X-2

EXHIBIT Y-1

FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR

Re:

I, [identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

1.	I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D required to be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);

Based on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and

4. The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].

Date:

[ ]

Exhibit Y-1-1

By:
	[Name]

Exhibit Y-1-2

EXHIBIT Y-2

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER

Re:

I, [identify the certifying individual], a [title] of [MASTER SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:

(1)	I have reviewed the servicing reports relating to the Trust delivered by the Master Servicer to the Certificate Administrator covering the fiscal year 20__;

(2)

Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these servicing reports;

(3)

Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer to the Certificate Administrator;

(4)

I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Master Servicer, and except as disclosed in such

Exhibit Y-2-1

compliance statement delivered by the Master Servicer under Section 10.07 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and

(5)

The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.

Further, notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.

Date:

[ ]

By:
[Name]

Exhibit Y-2-2

EXHIBIT Y-3

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER

Re:

I, [identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:

1. Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these servicing reports;

2. Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing reports delivered by the Special Servicer to the Master Servicer;

3. I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.07 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and

Exhibit Y-3-1

Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.

Date:

[ ]

By:
[Name]
[Title]

Exhibit Y-3-2

EXHIBIT Y-4

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR

Re:

I, [identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to GS Mortgage Securities Corporation II and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required by Section 10.05 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:

1. Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

2. Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by the Operating Advisor to the Certificate Administrator;

3. I, or an officer under my supervision, am responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and

4. The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.

Exhibit Y-4-1

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].

Date:

[ ]

By:
[Name]
[Title]

Exhibit Y-4-2

EXHIBIT Z

FORM 8-K DISCLOSURE INFORMATION

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this GS 2014-GC24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

	Item on Form 8-K			Party Responsible
	Item 1.01- Entry into a Material Definitive Agreement			Master Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of the Trust) Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement) is a party) Depositor
	Item 1.02- Termination of a Material Definitive Agreement			Master Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of the Trust) Certificate Administrator (other than as to agreements to which the Depositor (and no

Exhibit Z-1

				other party to the Pooling and Servicing Agreement) is a party) Depositor
	Item 1.03- Bankruptcy or Receivership			Depositor Each Sponsor as to itself
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement			Depositor Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders			Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year			Depositor
	Item 6.01- ABS Informational and Computational Material			Depositor
	Item 6.02- Change of Master Servicer, Special Servicer or Trustee			Master Servicer (as to itself or a servicer retained by it) Special Servicer (as to itself or a servicer retained by it) Trustee Certificate Administrator Depositor
	Item 6.03- Change in Credit Enhancement or External Support			Depositor Certificate Administrator
	Item 6.04- Failure to Make a Required Distribution			Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure			Depositor
	Item 7.01- Regulation FD Disclosure			Depositor
	Item 8.01			Depositor
	Item 9.01			Depositor

Exhibit Z-2

EXHIBIT AA-1

FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:

{insert address}

SPACE ABOVE THIS LINE FOR RECORDER’S USE

LIMITED POWER OF ATTORNEY

Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints [Master] [Special] Servicer, and in its name, aforesaid Attorney-In-Fact, by and through any duly appointed officer appointed by the [Board of Directors] of (“[Master] [Special] Servicer”), to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through [(7)] [(11)] below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of September 1, 2014 (the “Pooling and Servicing Agreement”) between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master Servicer”), LNR Partners, LLC, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Situs Holdings, LLC, as Operating Advisor, on behalf of GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 (the “Trust”) and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.

This Limited Power of Attorney is being issued in connection with [Master] [Special] Servicer’s responsibilities to service certain mortgage loans (the “Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively the “Security Instruments”), in each case, encumbering any and all real and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

1. Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever

Exhibit AA-1

nature, including execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.

2. Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve any litigation where the [Master] [Special] Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.

3. Transact business of any kind to pressure the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.

4. Obtain an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.

5. Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements, leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties, in the interest of the Trustee.

6. Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.

7. [For Special Servicer: Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Loans.]

8. Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [Master] [Special] Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.

9. [For Special Servicer: Subordinate the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose, and the execution or requests to the trustees to accomplish the same.]

10. [For Special Servicer: Convey the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey title to real estate owned property (“REO Property”).]

Exhibit AA-1-2

11. [For Special Servicer: Execute and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.]

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].

This appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

The [Master] [Special] Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee and its directors, officers, employees and agents by reason or result of the misuse of this Limited Power of Attorney by the [Master] [Special] Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.

Exhibit AA-1-3

Witness my hand and seal this day of , 2014.

NO CORPORATE SEAL		Wells Fargo Bank, National Association, as Trustee, for GS Mortgage Securities Trust 2014- GC24, Commercial Mortgage Pass- Through Certificates, Series 2014- GC24

		By:
Witness:			, Vice President

		By:
Witness:			, Vice President


Attest:	, Trust Officer

State of [New York]}

County of [New York]}

On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of [New York] that the foregoing paragraph is true and correct.

Witness my hand and official seal.



Notary signature

Exhibit AA-1-4

EXHIBIT AA-2

FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:

{insert address}

SPACE ABOVE THIS LINE FOR RECORDER’S USE

LIMITED POWER OF ATTORNEY

Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints [Master] [Special] Servicer, and in its name, aforesaid Attorney-In-Fact, by and through any duly appointed authorized representative appointed by the [Board of Directors] of (“[Master] [Special] Servicer”), to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through [(7)] [(11)] below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of September 1, 2014 (the “Pooling and Servicing Agreement”) between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master Servicer”), LNR Partners, LLC, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Situs Holdings, LLC, as Operating Advisor, on behalf of GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 (the “Trust”) and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association or the Certificateholders of the Trust.

This Limited Power of Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power of Attorney is being issued in connection with [Master] [Special] Servicer’s responsibilities to service certain mortgage loans (the “Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively the “Security Instruments”), in each case, encumbering any and all real and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

Exhibit AA-2-1

local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.

3. Transact business of any kind to preserve the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.

7. [For Special Servicer: Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Loans.]

Exhibit AA-2-2

Exhibit AA-2-3

Witness my hand and seal this day of , 2014.

NO CORPORATE SEAL		Wells Fargo Bank, National Association, as Trustee, for GS Mortgage Securities Trust 2014- GC24, Commercial Mortgage Pass- Through Certificates, Series 2014- GC24

		By:
Witness:			, Vice President


Witness:


Attest:	, Assistant Secretary

State of New York}

County of New York}

I certify under PENALTY OF PERJURY under the laws of the State of New York that the foregoing paragraph is true and correct.

Witness my hand and official seal.



Notary signature

Exhibit AA-2-4

EXHIBIT BB

CLASS A-AB SCHEDULED PRINCIPAL BALANCE

Distribution		Distribution
Date	Balance	Date	Balance
10/10/2014	$80,155,000.00	10/10/2019	$77,699,366.12
11/10/2014	$80,155,000.00	11/10/2019	$76,459,108.05
12/10/2014	$80,155,000.00	12/10/2019	$75,124,432.84
1/10/2015	$80,155,000.00	1/10/2020	$73,874,104.96
2/10/2015	$80,155,000.00	2/10/2020	$72,618,892.76
3/10/2015	$80,155,000.00	3/10/2020	$71,180,436.04
4/10/2015	$80,155,000.00	4/10/2020	$69,914,678.04
5/10/2015	$80,155,000.00	5/10/2020	$68,555,090.65
6/10/2015	$80,155,000.00	6/10/2020	$67,279,064.52
7/10/2015	$80,155,000.00	7/10/2020	$65,909,445.37
8/10/2015	$80,155,000.00	8/10/2020	$64,623,071.26
9/10/2015	$80,155,000.00	9/10/2020	$63,331,670.98
10/10/2015	$80,155,000.00	10/10/2020	$61,947,030.75
11/10/2015	$80,155,000.00	11/10/2020	$60,645,162.96
12/10/2015	$80,155,000.00	12/10/2020	$59,250,296.31
1/10/2016	$80,155,000.00	1/10/2021	$57,937,879.62
2/10/2016	$80,155,000.00	2/10/2021	$56,620,334.29
3/10/2016	$80,155,000.00	3/10/2021	$55,035,170.64
4/10/2016	$80,155,000.00	4/10/2021	$53,706,248.59
5/10/2016	$80,155,000.00	5/10/2021	$52,284,953.78
6/10/2016	$80,155,000.00	6/10/2021	$50,945,272.29
7/10/2016	$80,155,000.00	7/10/2021	$49,513,463.38
8/10/2016	$80,155,000.00	8/10/2021	$48,194,616.49
9/10/2016	$80,155,000.00	9/10/2021	$46,870,609.31
10/10/2016	$80,155,000.00	10/10/2021	$45,457,682.67
11/10/2016	$80,155,000.00	11/10/2021	$44,122,955.25
12/10/2016	$80,155,000.00	12/10/2021	$42,699,554.19
1/10/2017	$80,155,000.00	1/10/2022	$41,354,023.03
2/10/2017	$80,155,000.00	2/10/2022	$40,003,226.44
3/10/2017	$80,155,000.00	3/10/2022	$38,398,084.27
4/10/2017	$80,155,000.00	4/10/2022	$37,035,687.36
5/10/2017	$80,155,000.00	5/10/2022	$35,585,254.24
6/10/2017	$80,155,000.00	6/10/2022	$34,211,837.97
7/10/2017	$80,155,000.00	7/10/2022	$32,750,638.37
8/10/2017	$80,155,000.00	8/10/2022	$31,366,116.90
9/10/2017	$80,155,000.00	9/10/2022	$29,976,176.26
10/10/2017	$80,155,000.00	10/10/2022	$28,498,830.72
11/10/2017	$80,155,000.00	11/10/2022	$27,097,656.18
12/10/2017	$80,155,000.00	12/10/2022	$25,609,334.68
1/10/2018	$80,155,000.00	1/10/2023	$24,196,838.73
2/10/2018	$80,155,000.00	2/10/2023	$22,778,813.36
3/10/2018	$80,155,000.00	3/10/2023	$21,111,607.85
4/10/2018	$80,155,000.00	4/10/2023	$19,681,473.00
5/10/2018	$80,155,000.00	5/10/2023	$18,164,859.00
6/10/2018	$80,155,000.00	6/10/2023	$16,723,177.00
7/10/2018	$80,155,000.00	7/10/2023	$15,195,281.18
8/10/2018	$80,155,000.00	8/10/2023	$13,741,962.05
9/10/2018	$80,155,000.00	9/10/2023	$12,282,952.50
10/10/2018	$80,155,000.00	10/10/2023	$10,738,126.54
11/10/2018	$80,155,000.00	11/10/2023	$9,267,344.88
12/10/2018	$80,155,000.00	12/10/2023	$7,711,017.44
1/10/2019	$80,155,000.00	1/10/2024	$6,228,371.93
2/10/2019	$80,155,000.00	2/10/2024	$4,739,920.38
3/10/2019	$80,155,000.00	3/10/2024	$3,087,017.15
4/10/2019	$80,155,000.00	4/10/2024	$1,586,243.36
5/10/2019	$80,155,000.00	5/10/2024	$614.40
6/10/2019	$80,155,000.00	6/10/2024	$0.00
7/10/2019	$80,155,000.00
8/10/2019	$80,154,331.89
9/10/2019	$79,024,279.07

Exhibit BB-1

EXHIBIT CC-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:

1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.

2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.

Exhibit CC-1-1

	Very truly yours,

	By:
		Name:
		Title:

Exhibit CC-1-2

EXHIBIT CC-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:

1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.

2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit CC-1 to the Pooling and Servicing Agreement, and

Exhibit CC-2-1

(B) each of Midland Loan Services, a Division of PNC Bank and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling and Servicing Agreement.

3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

4. Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security.

5. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters that it has requested.

6. The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.

7. The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess

Exhibit CC-2-2

Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Persons’ auditors, legal counsel and regulators.

8. The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.

	Very truly yours,

	By:
		Name:
		Title

Exhibit CC-2-3

EXHIBIT DD

FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF
MORTGAGE LOAN

To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300

Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395

Morningstar Credit Ratings, LLC

410 Horsham Road, Suite A

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.com

From:

Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, the Master Servicer, and LNR Partners, LLC, as Special Servicer.

Date:

____________, 20___

Re:	____________ Commercial Mortgage Pass-Through Certificates, Series 2014-GC24 Mortgage Loan (the “Mortgage Loan”) heretofore secured by real property known as ____________.

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.

THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

Exhibit DD-1

We hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions the Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage Loan or the defeasance transaction:

1. The Mortgagor has consummated a defeasance of the Mortgage Loan of the type checked below:**

	____	a full defeasance of the entire outstanding principal balance ($____________) of the Mortgage Loan; or

	____	a partial defeasance of a portion ($____________) of the Mortgage Loan that represents ___% of the entire principal balance of the Mortgage Loan ($____________).

2. The defeasance was consummated on ____________, 20__.

3. The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and in accordance with the Servicing Standard.

[Include the following if there is pari passu or AB debt:

4. In accordance with the Loan Documents, the defeasance occurred such that:

	____	Promissory Notes A and B were defeased simultaneously in their entirety; or

	____	Promissory Note B was paid off in full.]

5. To the knowledge of the Master Servicer any other debt related to the Mortgage Loan (including mezzanine debt, senior secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe debt and holder of the debt and if it was paid off or defeased].

6. The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant, such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity dates. In addition, if the defeasance collateral contains any TLGP securities, then:

●

Such securities are eligible under TLGP;

Exhibit DD-2

●

The servicer (and the trustee, if it serves as the back-up advancing agent for the transaction) has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making demand on the FDIC;

●

If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt of the balloon payment;

●

The TLGP securities mature before June 30, 2012; and

●

The servicer’s error and omissions insurance policy covers losses to the CMBS trust caused by the servicer’s failure to make timely demand on the FDIC’s guarantee.

7. After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).

8. If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates) hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates, as of the date of the most recent Paying Agent’s Monthly Certificateholder Report received by the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.

9. The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).

10. The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s collection account, all scheduled payments on the Mortgage Loan or, in a partial defeasance, the portion of such scheduled

Exhibit DD-3

payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents (the “Scheduled Payments”).

11. The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,] the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest expense.

12. The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause the Trust to fail to qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.

13. The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations and covenants.

14. The outstanding principal balance of the Mortgage Loan immediately before the defeasance was less than $35,000,000 and less than 5% of the aggregate certificate balance of the Certificates as of the date of the Current Report. The Mortgage Loan is not one of the ten (10) largest loans in the Pool as of the date of the Current Report.

15. Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items delivered in connection with the defeasance will be provided to you upon request.

16. The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.

Exhibit DD-4

IN WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.

	[MASTER SERVICER]

	By:
		Name:
		Title:

Exhibit DD-5

EXHIBIT A

Exceptions

Exhibit DD-6

EXHIBIT B

Sample Perfected Security Interest Representations

General:

1. [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable as such as against creditors of and purchasers from [Debtor].

Note that “Collateral” means securities, permitted investments and other assets credited to securities accounts.

1. The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.

2. All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the UCC.

Creation:

1. The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).

2. [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its interest and rights in the [Collateral] hereunder.

Perfection:

1. [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.

2. [Debtor] has delivered to [Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].

3. [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person having a security entitlement against the securities intermediary in the [Securities Account].

4. To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of the [Deposit Account].

Exhibit DD-7

Priority:

1. Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against [Debtor].

2. The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply with entitlement orders or instructions of any person other than the [Secured Party].

Exhibit DD-8

EXHIBIT EE

FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE CERTIFICATES

[Date]

[Certificateholder Letterhead]

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC24

Via email: cts.cmbs.bond.admin@wellsfargo.com

Re:

GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

Ladies and Gentlemen:

Pursuant to the terms of the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].

We agree that upon such exchange, our interests in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the Exchangeable Certificate received in such exchange shall be increased.

[[If Applicable] Our Depository participant number is [________].]

Capitalized terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.

Exhibit EE-1

Sincerely,

[_____________]


By:
	Name:
	Title:

[Medallion Stamp Guarantee]

Exhibit EE-2

EXHIBIT FF

MORTGAGE LOANS WITH PERFORMANCE, EARNOUT OR HOLDBACK
ESCROWS OR RESERVES

1) 12000 Edgewater – “Designated Replacement Reserve Funds” (as defined in the related Loan Agreement)

2) Bi-Lo – Winnsboro, SC – “Holdback Reserve Funds” (as defined in the related Loan Agreement)

Exhibit FF-1

EXHIBIT GG

FORM OF NOTICE REGARDING MEZZANINE LOAN DEFAULT

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CMBS – GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24

In accordance with the definition of “Investor Certification” in the Pooling and Servicing Agreement, dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, with respect to the above-referenced certificates, the undersigned hereby notifies you that it has received notice that the following Mezzanine Lender has accelerated the Mezzanine Loan secured by equity interests in the Mortgagor identified below and/or have commenced foreclosure proceedings against the related mezzanine collateral:

Mezzanine Lender	Mortgagor Name	Mortgaged Property Name
[_______]	[_______]	[_______]

As set forth in the Pooling and Servicing Agreement, you are required to cause such Mezzanine Lender to re-submit any Investor Certification previously delivered by such Mezzanine Lender, prior to allowing it access to the information on the Certificate Administrator’s website, to the extent such information is accessible only to Privileged Persons.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

	LNR PARTNERS, LLC

	Name:
	Title:

Exhibit GG-1


		Page
ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms	6
Section 1.02	Certain Calculations	101
Section 1.03	Certain Constructions	105

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans	106
Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	109
Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	111
Section 2.04	Representations and Warranties of the Depositor	116
Section 2.05	Representations, Warranties and Covenants of the Master Servicer	118
Section 2.06	Representations, Warranties and Covenants of the Special Servicer	119
Section 2.07	Representations and Warranties of the Trustee	121
Section 2.08	Representations and Warranties of the Certificate Administrator	123
Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	124
Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	126
Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	127

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements	128
Section 3.02	Liability of the Master Servicer	132
Section 3.03	Collection of Certain Mortgage Loan Payments	132
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	133
Section 3.05	Collection Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	136
Section 3.05 A	Whole Loan Custodial Account	139
Section 3.06	Permitted Withdrawals from the Collection Account	141


Section 3.06 A	Permitted Withdrawals from the Whole Loan Custodial Account	146
Section 3.07	Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts	150
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	152
Section 3.09	Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions	157
Section 3.10	Appraisal Reductions; Realization Upon Defaulted Mortgage Loans	162
Section 3.11	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	168
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation; CCRE Strip	169
Section 3.13	Compensating Interest Payments	175
Section 3.14	Application of Penalty Charges and Modification Fees	176
Section 3.15	Access to Certain Documentation	177
Section 3.16	Title and Management of REO Properties	179
Section 3.17	Sale of Defaulted Mortgage Loans and REO Properties	183
Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder	189
Section 3.19	Lock-Box Accounts, Escrow Accounts	190
Section 3.20	Property Advances	191
Section 3.21	Appointment of Special Servicer; Asset Status Reports	194
Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	198
Section 3.23	Interest Reserve Account	200
Section 3.24	Modifications, Waivers and Amendments	200
Section 3.25	Additional Obligations with Respect to Certain Mortgage Loans	204
Section 3.26	[Reserved]	204
Section 3.27	Additional Matters Regarding Advance Reimbursement	204
Section 3.28	Companion Loan Co-Lender Matters	206
Section 3.29	Appointment and Duties of the Operating Advisor	209
Section 3.30	Rating Agency Confirmation	213
Section 3.31	General Acknowledgement Regarding Companion Loan Holders	216
Section 3.32	Litigation Control	216

ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	220
Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	233
Section 4.03	Compliance with Withholding Requirements	245
Section 4.04	REMIC Compliance	245
Section 4.05	Imposition of Tax on the Trust REMICs	247
Section 4.06	Remittances; P&I Advances	248


Section 4.07	Grantor Trust Reporting	251

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	253
Section 5.02	Form and Registration	254
Section 5.03	Registration of Transfer and Exchange of Certificates	256
Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	263
Section 5.05	Persons Deemed Owners	264
Section 5.06	Appointment of Paying Agent	264
Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	264
Section 5.08	Actions of Certificateholders	265
Section 5.09	Authenticating Agent	266
Section 5.10	Appointment of Custodian	266
Section 5.11	Maintenance of Office or Agency	267
Section 5.12	Exchanges of Exchangeable Certificates	267

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	269
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	270
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	270
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	272
Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	273
Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	274
Section 6.07	Rating Agency Fees	275
Section 6.08	Termination of the Special Servicer Without Cause	275
Section 6.09	The Controlling Class Representative	279

ARTICLE VII

DEFAULT

Section 7.01	Servicer Termination Events	284
Section 7.02	Trustee to Act; Appointment of Successor	290
Section 7.03	Notification to Certificateholders	292
Section 7.04	Other Remedies of Trustee	292

Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	293
Section 7.06	Termination of the Operating Advisor	294

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of the Trustee and the Certificate Administrator	297
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	300
Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	302
Section 8.04	Trustee and Certificate Administrator May Own Certificates	304
Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	304
Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	307
Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	308
Section 8.08	Successor Trustee or Successor Certificate Administrator	310
Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	311
Section 8.10	Appointment of Co-Trustee or Separate Trustee	311
Section 8.11	Access to Certain Information	312
Section 8.12	Compliance with the Patriot Act	314

ARTICLE IX

TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

Section 9.01	Termination; Optional Mortgage Loan Purchase	314

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	318
Section 10.02	Filing Obligations	321
Section 10.03	Form 10-D Filings	322
Section 10.04	Form 10-K Filings	324
Section 10.05	Sarbanes-Oxley Certification	327
Section 10.06	Form 8-K Filings	327
Section 10.07	Annual Compliance Statements	329
Section 10.08	Annual Reports on Assessment of Compliance with Servicing Criteria	330
Section 10.09	Annual Independent Public Accountants’ Servicing Report	332
Section 10.10	Significant Obligors	333

Section 10.11	Indemnification	334
Section 10.12	Amendments	335
Section 10.13	Regulation AB Notices	335
Section 10.14	Termination of the Certificate Administrator	336
Section 10.15	Termination of the Master Servicer or the Special Servicer	336
Section 10.16	Termination of Sub-Servicing Agreements	336
Section 10.17	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	337
Section 10.18	Termination of Exchange Act Filings with Respect to the Trust	339

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Counterparts	339
Section 11.02	Limitation on Rights of Certificateholders	340
Section 11.03	Governing Law	340
Section 11.04	Notices	341
Section 11.05	Severability of Provisions	343
Section 11.06	Notice to the Depositor and Each Rating Agency	343
Section 11.07	Amendment	344
Section 11.08	Confirmation of Intent	348
Section 11.09	Third-Party Beneficiaries	348
Section 11.10	Request by Certificateholders or a Companion Loan Holder	348
Section 11.11	Waiver of Jury Trial	349
Section 11.12	Submission to Jurisdiction	349
Section 11.13	Exchange Act Rule 17g-5 Procedures	349
Section 11.14	Precautionary Trust Indenture Act Provisions	352
Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	353
Section 11.16	PNC Bank, National Association	353

TABLE OF EXHIBITS

Exhibit A-1	Form of Class A-1 Certificate
Exhibit A-2	Form of Class A-2 Certificate
Exhibit A-3	Form of Class A-3 Certificate
Exhibit A-4	Form of Class A-4 Certificate
Exhibit A-5	Form of Class A-5 Certificate
Exhibit A-6	Form of Class A-AB Certificate
Exhibit A-7	Form of Class X-A Certificate
Exhibit A-8	Form of Class X-B Certificate
Exhibit A-9	Form of Class X-C Certificate
Exhibit A-10	Form of Class X-D Certificate
Exhibit A-11	Form of Class A-S Certificate
Exhibit A-12	Form of Class B Certificate
Exhibit A-13	Form of Class PEZ Certificate

Exhibit A-14		Form of Class C Certificate
Exhibit A-15		Form of Class D Certificate
Exhibit A-16		Form of Class E Certificate
Exhibit A-17		Form of Class F Certificate
Exhibit A-18		Form of Class G Certificate
Exhibit A-19		Form of Class R Certificate
Exhibit A-20		Form of Class S Certificate
Exhibit B		Mortgage Loan Schedule
Exhibit C		Form of Request for Release
Exhibit D		Form of Distribution Date Statement
Exhibit E		Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
Exhibit F		Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
Exhibit G		Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
Exhibit H		Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
Exhibit I		Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit J		Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
Exhibit K		Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit L-1		Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
Exhibit L-2		Form of Transferor Letter
Exhibit L-3		Form of Transferee Letter
Exhibit L-4		Form of Investment Representation Letter
Exhibit M-1		Form of Investor Certification for Obtaining Information and Notices
Exhibit M-2		Form of Investor Certification for Exercising Voting Rights
Exhibit M-3		Form of Online Vendor Certification
Exhibit M-4		Form of Confidentiality Agreement
Exhibit N		Certificate Administrator Certification
Exhibit O		Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit P		Supplemental Servicer Schedule
Exhibit Q		List of Authorized Representatives of the Depositor
Exhibit R		Form of Operating Advisor Annual Report
Exhibit S		Sub-Servicing Agreements
Exhibit T		Form of Recommendation of Special Servicer Termination
Exhibit U		Additional Form 10-D Disclosure
Exhibit V		Additional Form 10-K Disclosure
Exhibit W		Form of Additional Disclosure Notification
Exhibit X		Form Certification to be Provided with Form 10-K
Exhibit Y-1		Form of Certification to be Provided to Depositor by the Certificate Administrator

Class Designation	Approximate Initial Pass-Through Rate (per annum)		Original Certificate Principal Amount / Original Notional Amount
Class A-1	1.509	%	$	43,288,000
Class A-2	3.104	%	$	53,778,000
Class A-3	3.342	%	$	22,590,000
Class A-4	3.666	%	$	270,000,000
Class A-5	3.931	%	$	282,234,000
Class A-AB	3.650	%	$	80,155,000
Class X-A(1)	0.904	%	$	800,391,000
Class X-B(1)	0.021	%	$	83,262,000
Class X-C(1)	0.939	%	$	21,487,000
Class X-D(1)	0.939	%	$	53,717,868
Class A-S(2)	4.162	%	$	48,346,000
Class A-S Regular Interest	4.162	%	$	48,346,000
Class B(3)	4.507	%	$	83,262,000
Class B Regular Interest	4.507	%	$	83,262,000
Class PEZ(4)	(5)		$	0
Class C(6)	4.528	%	$	41,631,000
Class C Regular Interest	4.528	%	$	41,631,000
Class D	4.528	%	$	73,862,000
Class E	3.589	%	$	21,487,000
Class F	3.589	%	$	14,632,000
Class G	3.589	%	$	39,085,868
Class R(7)	N/A			N/A

Class Designation	Original Certificate Principal Amount(1)		Corresponding Lower-Tier Regular Interest(2)(3)	Original Lower-Tier Principal Balance		Corresponding Component(3)
Class A-1	$	43,288,000	LA-1	$	43,288,000	Class A-1
Class A-2	$	53,778,000	LA-2	$	53,778,000	Class A-2
Class A-3	$	22,590,000	LA-3	$	22,590,000	Class A-3
Class A-4	$	270,000,000	LA-4	$	270,000,000	Class A-4
Class A-5	$	282,234,000	LA-5	$	282,234,000	Class A-5
Class A-AB	$	80,155,000	LA-AB	$	80,155,000	Class A-AB
Class A-S(4)	$	48,346,000	N/A	$	48,346,000	N/A
Class A-S Regular Interest	$	48,346,000	LA-S	$	48,346,000	Class A-S
Class B(5)	$	83,262,000	N/A	$	83,262,000	N/A
Class B Regular Interest	$	83,262,000	LB	$	83,262,000	Class B
Class PEZ(6)	$	0	N/A	$	0	N/A
Class C(7)	$	41,631,000	LC	$	41,631,000	N/A
Class C Regular Interest	$	41,631,000	N/A	$	41,631,000	N/A
Class D	$	73,862,000	LD	$	73,862,000	N/A
Class E	$	21,487,000	LE	$	21,487,000	Class E
Class F	$	14,632,000	LF	$	14,632,000	Class F
Class G	$	39,085,868	LG	$	39,085,868	Class G

	GS MORTGAGE SECURITIES
		CORPORATION II,
		as Depositor

	By:	/s/ J. Theodore Borter
		Name: J. Theodore Borter
		Title: President

	MIDLAND LOAN SERVICES, A DIVISION
		OF PNC BANK, NATIONAL
		ASSOCIATION,
		as Master Servicer

	By:	/s/ David A. Eckels
		Name: David A. Eckels
		Title: Senior Vice President

	LNR PARTNERS, LLC,
		as Special Servicer

	By:	/s/ Jerry Hirschkorn
		Name: Jerry Hirschkorn
		Title: Vice President

	SITUS HOLDINGS, LLC,
		as Operating Advisor

	By:	/s/ George Wisniewski
		Name: George Wisniewski
		Title: Senior Managing Director

	WELLS FARGO BANK, NATIONAL
		ASSOCIATION, as Certificate Administrator

	By:	/s/ Amy Mofsenson
		Name: Amy Mofsenson
		Title: Vice President

	WELLS FARGO BANK, NATIONAL
		ASSOCIATION, as Trustee

	By:	/s/ Amy Mofsenson
		Name: Amy Mofsenson
		Title: Vice President

	/s/ Artrisa Y. Williams
	Notary Public in and for the State of New York
	ARTRISA Y. WILLIAMS Notary Public, State of New York No. 01WI6124039 Qualified in New York County Commission Expires May 24, 2017