Unassociated Document

EXHIBIT A-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 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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CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC21, CLASS A-1

Pass-Through Rate: 1.242% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $52,329,000		Scheduled Final Distribution Date: the Distribution Date in April 2019

CUSIP: 17322MAS5		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAS52 Common Code: 106955115
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 and the Special 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 S and Class R Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates 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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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.

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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 in each month, commencing in June 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, with respect 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 a share of 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.

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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 Loan Combination, 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 Loans; (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 Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any 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, the RAIT Financial Guaranty and the RTI 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;

(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 Excess Interest 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, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(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

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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, (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 of 1940, as amended, the Exchange Act, Regulation AB and/or any 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, as evidenced by an opinion of counsel;

(vi)

to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act 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; 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 Serviced 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 in which case such expense will be borne by the Trust.

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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 Serviced Loan Combinations, if applicable) which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,

(ii)

reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,

(iii)

change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related 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 Serviced 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% of the Certificate Principal Amount of the Controlling Class may (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 Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced 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 Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) 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

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aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, 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).

Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination 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 by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced 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 Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or 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 the 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 by the Pooling and Servicing Agreement 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.

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

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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

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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

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EXHIBIT A-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-2

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

4 Global Certificate legend.

A-2-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-2

Pass-Through Rate: 2.904% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $63,220,000		Scheduled Final Distribution Date: the Distribution Date in May 2019

CUSIP: 17322MAT3		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAT36 Common Code: 106955247
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 and the Special 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 S and Class R Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

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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 in each month, commencing in June 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, with respect 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 a share of 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;

(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-2-4

(v)

(vi)

(vii)

(viii)

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(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 Serviced 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.

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

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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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-3

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

6 Global Certificate legend.

A-3-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-3

Pass-Through Rate: 3.493% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $9,600,000		Scheduled Final Distribution Date: the Distribution Date in March 2021

CUSIP: 17322MAU0		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAU09 Common Code: 106955255
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 and the Special 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 S and Class R Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates 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 in each month, commencing in June 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, with respect 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 a share of 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;

(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-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 Serviced 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

A-3-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-4

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

8 Global Certificate legend.

A-4-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-4

Pass-Through Rate: 3.575% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $240,000,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 17322MAV8		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAV81 Common Code: 106955301
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 and the Special 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 S and Class R Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates 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 in each month, commencing in June 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, with respect 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 a share of 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

(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 the substitution); (iii) any REO Property (but in the case of each Loan Combination, 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 Loan Combination, 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 Loans; (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 Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any 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, the RAIT Financial Guaranty and the RTI 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;

(ii)

(iii)

A-4-4

(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, (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 of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;

(v)

(vi)

(vii)

(viii)

A-4-5

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 Serviced 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

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, if any, made by the Master Servicer or Special Servicer, as applicable, 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-4-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-5

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

10 Global Certificate legend.

A-5-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-5

Pass-Through Rate: 3.855% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $291,371,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 17322MAW6		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAW64 Common Code: 106792631
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 and the Special 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 S and Class R Certificates (together with the Class A-5 Certificates, the “Certificates”; the Holders of Certificates 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 in each month, commencing in June 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, with respect 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 a share of 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;

(ii)

(iii)

A-5-4

(iv)

(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 Serviced 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

A-5-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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-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-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-4 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:


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

		Title

		Taxpayer Identification Number

A-5-10

EXHIBIT A-6

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-AB

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

12 Global Certificate legend.

A-6-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-AB

Pass-Through Rate: 3.477% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $71,630,000		Scheduled Final Distribution Date: the Distribution Date in December 2023

CUSIP: 17322MAX4		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAX48 Common Code: 106955573
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 and the Special 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 S and Class R Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates 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 in each month, commencing in June 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, with respect 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 a share of 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;

(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-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 Serviced 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

A-6-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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.

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

14 Global Certificate legend.

A-7-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS X-A

Pass-Through Rate: Variable IO15

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $786,663,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 17322MBB1		Initial Notional Amount of this Certificate: $[_____]
ISIN: US17322MBB19
Common Code: 106955891
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 and the Special 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 S and Class R Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

15 The approximate Pass-Through Rate as of the Closing Date is 1.503% per annum.

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 in each month, commencing in June 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, with respect to the Class X-A Certificates for such Distribution Date, all as more fully described 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

Strip) due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, 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 Loan Combination, 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 Loans; (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 Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any 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, the RAIT Financial Guaranty and the RTI 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;

(ii)

(iii)

A-7-4

(iv)

(v)

(vi)

(vii)

(viii)

A-7-5

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS X-B

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS B REGULAR INTEREST AND THE CLASS C 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.

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

17 Global Certificate legend.

A-8-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS X-B

Pass-Through Rate: Variable IO18

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $115,723,000		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MBC9		Initial Notional Amount of this Certificate: $[_____]
ISIN: US17322MBC91
Common Code: 107070664

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 and the Special 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 S and Class R Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

18 The approximate Pass-Through Rate as of the Closing Date is 0.490% per annum.

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 in each month, commencing in June 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, with respect to the Class X-B Certificates for such Distribution Date, all as more fully described 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

(i)

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

(ii)

(iii)

A-8-4

(iv)

(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 Serviced 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

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced 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 Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or 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 the 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 by the Pooling and Servicing Agreement 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.

A-8-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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.]19

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 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.

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

19 Temporary Regulation S Global Certificate legend.

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

21 Global Certificate legend.

A-9-1

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, (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 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.

A-9-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS X-C

Pass-Through Rate: Variable IO22

First Distribution Date: June 12, 2014	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $24,705,000	Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAJ523 U1741DAE024 17322MAK225	Initial Notional Amount of this Certificate: $[_____]
ISIN: US17322MAJ5326 USU1741DAE0527 US17322MAK2728

Common Code: 107126724

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 and the Special 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

22 The approximate Pass-Through Rate as of the Closing Date is 1.408% per annum.

23 For Rule 144A Certificates

24 For Regulation S Certificates

25 For IAI Certificates

26 For Rule 144A Certificates

27 For Regulation S Certificates

28 For Regulation S Certificates

A-9-3

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-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class S and Class R 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 in each month, commencing in June 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, with respect to the Class X-C Certificates for such Distribution Date, all as more fully described 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

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.

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 the substitution); (iii) any REO Property (but in the case of each Loan Combination, 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 Loan Combination, 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 Loans; (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 Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any 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, the RAIT Financial Guaranty and the RTI 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;

A-9-5

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-9-6

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 Serviced 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 in which case 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 Serviced 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

effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced 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 Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) 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, if any, made by the Master Servicer or Special Servicer, as applicable, 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 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.

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

29 Temporary Regulation S Global Certificate legend.

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

31 Global Certificate legend.

A-10-1

A-10-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS X-D

Pass-Through Rate: Variable IO32

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $62,413,547		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAL033 U1741DAF734 17322MAM835		Initial Notional Amount of this Certificate: $[_____]
ISIN: US17322MAL0036 USU1741DAF7937 US17322MAM8238

Common Code: 107126767

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 and the Special 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

32 The approximate Pass-Through Rate as of the Closing Date is 1.408% per annum.

33 For Rule 144A Certificates

34 For Regulation S Certificates

35 For IAI Certificates

36 For Rule 144A Certificates

37 For Regulation S Certificates

38 For Regulation S Certificates

A-10-3

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 A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class S and Class R 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 in each month, commencing in June 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, with respect to the Class X-D Certificates for such Distribution Date, all as more fully described 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;

A-10-5

(ii)

(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 Serviced 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.

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A-10-8

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-S

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 (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

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.

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

40 Global Certificate legend.

A-11-1

CITIGROUP COMMERCIAL MORTAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS A-S

Pass-Through Rate: 4.026% per annum

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $58,513,000. 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 April 2024

CUSIP: 17322MAY2		Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US17322MAY21 Common Code: 106955611
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 and the Special 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 S and Class R Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

A-11-2

Certificate Administrator and Trustee. 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 in each month, commencing in June 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, with respect 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 a share of 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

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 (including, without limitation, payment of the applicable exchange fee).

(i)

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

A-11-4

(ii)

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS B

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

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

42 Global Certificate legend.

A-12-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS B

Pass-Through Rate: The lesser of 4.328% per annum and the WAC Rate

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $70,214,000. 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 April 2024

CUSIP: 17322MAZ9		Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
ISIN: US17322MAZ95 Common Code: 106955646

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 and the Special 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 S and Class R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).

A-12-2

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 in each month, commencing in June 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, with respect 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 a share of 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;

(ii)

A-12-4

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-12-5

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 Serviced 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 in which case such expense will be borne by the Trust.

(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 Serviced 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

the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) 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, if any, made by the Master Servicer or Special Servicer, as applicable, 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-12-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS PEZ

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 (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

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.

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

44 Global Certificate legend.

A-13-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS PEZ

Pass-Through Rate: 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: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $174,236,000. 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 May 2024

CUSIP: 17322MBD7		Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US17322MBD74 Common Code: 107070745

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 and the Special 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 S and Class R Certificates (together with the Class PEZ Certificates, the “Certificates”; the Holders of Certificates 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 in each month, commencing in June 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, with respect to the Class PEZ Certificates for such Distribution Date, all as more fully described the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of 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.

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 (including, without limitation, payment of the applicable exchange fee).

(i)

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

A-13-4

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-13-5

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS C

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

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

46 Global Certificate legend.

A-14-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS C

Pass-Through Rate: The lesser of 4.780% per annum and the WAC Rate

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $45,509,000. 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 May 2024

CUSIP: 17322MBA3		Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
ISIN: US17322MBA36 Common Code: 106955786

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

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 in each month, commencing in June 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, with respect 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 a share of 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;

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

47 Temporary Regulation S Global Certificate legend.

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

49 Global Certificate legend.

A-15-1

A-15-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC21, CLASS D

Pass-Through Rate: The WAC Rate%50

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $50,711,000		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAA451 U1741DAA852 17322MAB253		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAA4554 USU1741DAA8255 US17322MAB2856

Common Code: 107126652

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 and the Special 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,

50 The initial approximate Pass-Through Rate as of the Closing Date is 4.996% per annum.

51 For Rule 144A Certificates

52 For Regulation S Certificates

53 For IAI Certificates

54 For Rule 144A Certificates

55 For Regulation S Certificates

56 For IAI Certificates

A-15-3

Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class PEZ, Class B, Class C, Class E, Class F, Class G, Class S and Class R Certificates (together with the Class 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 in each month, commencing in June 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, with respect 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 a share of 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

(i)

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

A-15-5

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

A-15-6

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

57 Temporary Regulation S Global Certificate legend.

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

59 Global Certificate legend.

A-16-1

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 OR PROHIBITED TRANSACTION 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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-16-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS E

Pass-Through Rate: The lesser of 3.588% per annum and the WAC Rate

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $24,705,000		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAC060 U1741DAB661 17322MAD862		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAC0163 USU1741DAB6564 US17322MAD8365

Common Code: 107126635

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 and the Special 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 B, Class C, Class D,

60 For Rule 144A Certificates

61 For Regulation S Certificates

62 For IAI Certificates

63 For Rule 144A Certificates

64 For Regulation S Certificates

65 For IAI Certificates

A-16-3

Class F, Class G, Class S and Class R Certificates (together with the Class E 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 in each month, commencing in June 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, with respect 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;

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

66 Temporary Regulation S Global Certificate legend.

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

68 Global Certificate legend.

A-17-1

A-17-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS F

Pass-Through Rate: The lesser of 3.588% per annum and the WAC Rate

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $13,003,000		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAE669 U1741DAC470 17322MAF371		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAE6672 USU1741DAC4973 US17322MAF3274

Common Code: 107126651

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 and the Special 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 B, Class C, Class D,

69 For Rule 144A Certificates

70 For Regulation S Certificates

71 For IAI Certificates

72 For Rule 144A Certificates

73 For Regulation S Certificates

74 For IAI Certificates

A-17-3

Class E, Class G, Class S and Class R Certificates (together with the Class F 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 in each month, commencing in June 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, with respect 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;

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

75 Temporary Regulation S Global Certificate legend.

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

77 Global Certificate legend.

A-18-1

A-18-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS G

Pass-Through Rate: The lesser of 3.588% per annum and the WAC Rate

First Distribution Date: June 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in May 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2014, the date that would have been its Due Date in May 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: $49,410,547		Scheduled Final Distribution Date: the Distribution Date in May 2024

CUSIP: 17322MAG178 U1741DAD279 17322MAH980		Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: US17322MAG1581 USU1741DAD2282 US17322MAH9783

Common Code: 107126678

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 and the Special 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 B, Class C, Class D,

78 For Rule 144A Certificates

79 For Regulation S Certificates

80 For IAI Certificates

81 For Rule 144A Certificates

82 For Regulation S Certificates

83 For IAI Certificates

A-18-3

Class E, Class F, Class S and Class R Certificates (together with the Class G 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 in each month, commencing in June 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, with respect 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;

(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 Serviced 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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 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.

THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB.

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, NON-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

A-19-1

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 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 “NONECONOMIC 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.

TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

A-19-2

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS R

Percentage Interest: [ ]%

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

CUSIP: 17322MAN6
ISIN: US17322MAN65

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, other than in the case of the Outside Serviced Trust Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Trust 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 B, 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”).

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.

A-19-3

each month, commencing in June 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, with respect to the Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.

A-19-4

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;

(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 Serviced 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

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.

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, 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 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, (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 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 CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT.

A-20-1

CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC21

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC21, CLASS S

Percentage Interest: [ ]%

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

CUSIP: 17322MAQ984 U1741DAH385 17322MAR786
ISIN: US17322MAQ9687 USU1741DAH3688 US17322MAR7989

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, other than in the case of the Outside Serviced Trust Loan, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Trust Loan) 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 B, 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”).

84 For Rule 144A Certificates

85 For IAI Certificates

86 For Regulation S Certificates

87 For Rule 144A Certificates

88 For IAI Certificates

89 For Regulation S Certificates

A-20-2

Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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 beneficial ownership interest in certain assets of a grantor trust consisting primarily of any collections 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 in each month, commencing in June 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 then distributable, if any, with respect to the Class S Certificates for such Distribution Date, all as more fully described in 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

(i)

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

(ii)

(iii)

to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeabile Distribution Account, any Excess Interest 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, as

A-20-4

evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(iv)

(v)

(vi)

(vii)

(viii)

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 Serviced 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 in which case such expense will be borne by the Trust.

A-20-5

(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 Serviced 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

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, if any, made by the Master Servicer or Special Servicer, as applicable, 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-20-7

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Dated: May 22, 2014

CERTIFICATE OF AUTHENTICATION

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

Dated: May 22, 2014

	U.S. 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

B-1


CGCMT 2014-GC21 Mortgage Loan Schedule

																					Companion Loan		Companion Loan
									Original	Remaining		Remaining					Crossed With				Remaining	Companion Loan	Remaining	Companion Loan
Control		Loan						Cut-Off Date	Mortgage	Term To		Amortization Term	Subservicing	Servicing	CCRE	Mortgage	Other Loans	Companion Loan	Companion Loan	Companion Loan	Term To	Maturity	Amortization Term	Servicing	ARD	Final	ARD
Number	Footnotes	Number	Property Name	Address	City	State	Zip Code	Balance ($)	Rate	Maturity Date	Maturity Date	(Mos.)	Fee Rate (%)	Fee Rate (%)	Strip (%)	Loan Seller	(Crossed Group)	Flag	Cut-off Balance	Interest Rate	Maturity (Mos.)	Date	(Mos.)	Fees	(Yes/No)	Maturity Date	Revised Rate
1	1	8537	Maine Mall	364 Maine Mall Road	South Portland	Maine	04106	125,000,000	4.66000%	119	4/3/2024	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	Yes	110,000,000	4.66000%	119	4/3/2024	0		No
2	2, 3, 4	2YLN21	Newcastle Senior Housing Portfolio					103,397,612	4.99000%	116	1/6/2024	356	0.00500%	0.00500%	0.00000%	GSMC	NAP	Yes	257,001,724	4.99000%	116	1/6/2024	356	0.00500%	No
2.01		2YLN21-1	Orchid Terrace	4474 Butler Hill Road	St. Louis	Missouri	63128									GSMC
2.02		2YLN21-2	Village Gate of Farmington	88 Scott Swamp Road	Farmington	Connecticut	06032									GSMC
2.03		2YLN21-3	Lodge At Cold Spring	50 Cold Spring Road	Rocky Hill	Connecticut	06067									GSMC
2.04		2YLN21-4	The Manor At Oakridge	4500 Oakhurst Boulevard	Susquehanna Township	Pennsylvania	17110									GSMC
2.05		2YLN21-5	Durham Regent	3007 Pickett Road	Durham	North Carolina	27705									GSMC
2.06		2YLN21-6	Dogwood Estates	2820 Wind River Lane	Denton	Texas	76210									GSMC
2.07		2YLN21-7	Sheldon Oaks	2525 Cal Young Road	Eugene	Oregon	97401									GSMC
2.08		2YLN21-8	Jordan Oaks	10820 Penny Road	Cary	North Carolina	27518									GSMC
2.09		2YLN21-9	Sky Peaks	1520 Sky Valley Drive	Reno	Nevada	89523									GSMC
2.10		2YLN21-10	The Westmont	1675 Scott Boulevard	Santa Clara	California	95050									GSMC
2.11		2YLN21-11	Pinewood Hills	3901 Kirkpatrick Lane	Flower Mound	Texas	75028									GSMC
2.12		2YLN21-12	Hidden Lakes	400 Madrona Avenue Southeast	Salem	Oregon	97302									GSMC
2.13		2YLN21-13	Walnut Woods	35 North Walnut Street	Boyertown	Pennsylvania	19512									GSMC
2.14		2YLN21-14	Oakwood Hills	4316 Oakwood Hills Parkway	Eau Claire	Wisconsin	54701									GSMC
2.15		2YLN21-15	Madison Estates	8645 Fredericksburg Road	San Antonio	Texas	78240									GSMC
2.16		2YLN21-16	Thornton Place	2901 Southwest Armstrong Avenue	Topeka	Kansas	66614									GSMC
2.17		2YLN21-17	Whiterock Court	9215 White Rock Trail	Dallas	Texas	75238									GSMC
2.18		2YLN21-18	The Bentley	3362 Forest Lane	Dallas	Texas	75234									GSMC
2.19		2YLN21-19	Pueblo Regent	100 San Carlos Road	Pueblo	Colorado	81005									GSMC
2.20		2YLN21-20	Vista De La Montana	18510 North Parkview Place	Surprise	Arizona	85374									GSMC
2.21		2YLN21-21	Rock Creek	19295 Northwest Cornell Road	Hillsboro	Oregon	97124									GSMC
2.22		2YLN21-22	Illahee Hills	8308 Colby Parkway	Urbandale	Iowa	50322									GSMC
2.23		2YLN21-23	Palmer Hills	2617 Maplecrest Road	Bettendorf	Iowa	52722									GSMC
2.24		2YLN21-24	Uffelman Estates	215 Uffelman Drive	Clarksville	Tennessee	37043									GSMC
2.25		2YLN21-25	The Regent	440 Northwest Elks Drive	Corvallis	Oregon	97330									GSMC
2.26		2YLN21-26	The Fountains At Hidden Lakes	250‐352 Woodbridge Court Southeast	Salem	Oregon	97302									GSMC
3	5	7626	Greene Town Center	51 Plum Street	Beavercreek	Ohio	45440	47,250,000	5.00000%	115	12/1/2023	360	0.00500%	0.00500%	0.00000%	CGMRC	NAP	No	90,000,000	5.00000%	115	12/1/2023	360	0.00500%	No
4	6	8473	636 Greenwich Street	636 Greenwich Street	New York	New York	10014	45,500,000	4.80000%	119	4/6/2024	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							Yes	4/6/2044	6.80000%
5	7		U-Haul Storage Portfolio 2					39,950,225	4.81000%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							Yes	4/6/2034	7.81000%
5.01			Woodside	2645 Brooklyn Queens Expressway	Woodside	New York	11377									CCRE
5.02			San Diego	5871 Copley Drive	San Diego	California	92111									CCRE
5.03			Gilbert	2557 South Gilbert Road	Gilbert	Arizona	85295									CCRE
5.04			Romeo	12750 31 Mile Road	Washington Township	Michigan	48095									CCRE
5.05			Alcoa	3699 Alcoa Highway	Alcoa	Tennessee	37701									CCRE
5.06			Federal Way	35205 Enchanted Parkway South	Federal Way	Washington	98003									CCRE
5.07			Grasonville	461 Pullman Crossing Road	Grasonville	Maryland	21638									CCRE
5.08			Charleston Boulevard	5011 East Charleston Boulevard	Las Vegas	Nevada	89104									CCRE
5.09			Lompoc	150 Vulcan Drive	Lompoc	California	93436									CCRE
5.10			Cedar Hill	1090 South US-67 North	Cedar Hill	Texas	75104									CCRE
5.11			Egg Harbor Township	6312 Black Horse Pike	Egg Harbor Township	New Jersey	08234									CCRE
6		8491	The Pines of Cloverlane	4907 Cloverlane Drive	Pittsfield Township	Michigan	48197	34,400,000	4.84000%	120	5/6/2024	360	0.04000%	0.00500%	0.00000%	CGMRC	NAP	No							No
7			201 Fourth Avenue North	201 Fourth Avenue North	Nashville	Tennessee	37219	28,000,000	5.08750%	119	4/6/2024	300	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
8			University Square	701 University Avenue	Madison	Wisconsin	53715	23,898,813	5.50000%	119	4/1/2024	359	0.00000%	0.01000%	0.00000%	RAIT Funding, LLC	NAP	No							No
9		2YX486	Lanes Mill Marketplace	4801-4975 US Highway 9	Howell	New Jersey	07731	23,250,000	4.73850%	120	5/6/2024	360	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
10		1	Clarkstown Executive Park	612 & 614 Corporate Way and 704 & 706 Executive Boulevard	Valley Cottage	New York	10989	19,925,447	4.87000%	119	4/5/2024	359	0.00000%	0.01000%	0.00000%	RCMC	NAP	No							No
11			Regional One Medical	6555 Quince Road	Memphis	Tennessee	38119	18,978,449	5.31000%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
12		2YQFT3	Brier Creek Corporate Center 6	8081 Arco Corporate Drive	Raleigh	North Carolina	27617	17,461,792	5.18300%	118	3/6/2024	358	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
13		8309	Hairston Village	971 North Hairston Road	Stone Mountain	Georgia	30083	17,000,000	4.88000%	118	3/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
14		8340	Harbor Square	6725 Black Horse Pike	Egg Harbor Township	New Jersey	08234	16,625,000	4.80000%	118	3/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
15		2YF4Q5	Kings Pointe Apartments	230 Sawtooth Drive	Fayetteville	North Carolina	28314	16,556,000	4.81550%	119	4/6/2024	360	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
16			Independence Realty Portfolio					16,031,768	5.30200%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
16.01			Corporex Plaza	3902, 3904 & 6802 Corporex Park Drive	Tampa	Florida	33619									CCRE
16.02			Brandywine Business Center	3801-3803 Corporex Park Drive	Tampa	Florida	33619									CCRE
16.03			President’s Plaza	4801 & 4803 George Road	Tampa	Florida	33634									CCRE
17		8474	Queenston Manor Apartments	6700 Queenston Boulevard	Houston	Texas	77084	16,000,000	4.86000%	120	5/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
18		8240	Alista Apartments	10028 Royal Lane	Dallas	Texas	75238	15,730,723	4.90000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
19		8407	Bloomfield Townhomes	1695 Bloomfield Drive Southeast	Grand Rapids	Michigan	49508	15,200,000	4.62000%	59	4/6/2019	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
20		8559	Biltmore Village	10 Brook Street	Asheville	North Carolina	28803	15,200,000	5.06000%	120	5/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
21		8859	2811 McKinney Avenue	2811 McKinney Avenue	Dallas	Texas	75204	15,190,000	4.37000%	60	5/6/2019	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
22		MC001EBC1	Paddocks of Saratoga	8 Paddocks Circle	Saratoga Springs	New York	12866	14,500,000	4.80000%	120	5/6/2024	360	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
23		2	ZirMed Towers	888 West Market Street	Louisville	Kentucky	40202	13,965,226	4.82000%	119	4/5/2024	239	0.04000%	0.00500%	0.00000%	RCMC	NAP	No							No
24		2YF5L5	Kings Cross Apartments	5725 Ivanhoe Court	Fayetteville	North Carolina	28314	12,800,000	4.95550%	119	4/6/2024	360	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
25			24 Hour Fitness	1903 West Empire Avenue	Burbank	California	91504	12,700,000	5.60000%	120	5/6/2024	360	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
26			332 Pine Street	332 Pine Street	San Francisco	California	94104	12,084,899	4.79400%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
27			Comfort Inn Portfolio					11,082,237	5.32100%	119	4/6/2024	299	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
27.01			Comfort Inn Concord	7800 Gateway Lane Northwest	Concord	North Carolina	28027									CCRE
27.02			Comfort Inn Statesville	1214 Greenland Drive	Statesville	North Carolina	28677									CCRE
28		2YEEG9	Lenox Village	2770 Lenox Road Northeast	Atlanta	Georgia	30324	10,875,000	4.85900%	119	4/6/2024	360	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
29			Newcastle North	1035 Swabia Court	Durham	North Carolina	27703	10,851,189	5.16950%	82	3/6/2021	358	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
30		MC0020B30	5990 Washington Street	5990 Washington Street	Denver	Colorado	80216	10,832,437	5.24500%	119	4/6/2024	299	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
31		2YSNZ6	Hilton Garden Inn Rock Hill	650 Tinsley Way	Rock Hill	South Carolina	29730	10,657,530	5.14950%	119	4/6/2024	359	0.05000%	0.00500%	0.00000%	GSMC	NAP	No							No
32			Bay Pointe Shopping Center	2323 Clear Lake Center Boulevard	Houston	Texas	77062	10,640,000	4.85100%	119	4/6/2024	360	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
33		8860	3400 Carlisle Street	3400 Carlisle Street	Dallas	Texas	75204	10,360,000	4.37000%	60	5/6/2019	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
34		MC001D8F0	Court House Village	20 Court House South Dennis Road	Cape May Court House	New Jersey	08210	10,288,008	5.17000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
35		2YSXS1	Hilton Garden Inn Harris	9315 Statesville Road	Charlotte	North Carolina	28269	10,078,208	5.14950%	119	4/6/2024	359	0.05000%	0.00500%	0.00000%	GSMC	NAP	No							No
36		2YSO28	Hampton Inn Speedway	9850 Weddington Road Extension	Concord	North Carolina	28027	10,078,208	5.14950%	119	4/6/2024	359	0.05000%	0.00500%	0.00000%	GSMC	NAP	No							No
37			University Marketplace	8300 Pines Boulevard	Pembroke Pines	Florida	33024	9,687,500	5.02850%	60	5/6/2019	360	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
38			Branford Business Center	30-36 East Industrial Road	Branford	Connecticut	06405	9,250,000	4.93550%	119	4/6/2024	300	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
39		2YSNY9	Hilton Garden Inn Pineville	425 Towne Centre Boulevard	Pineville	North Carolina	28134	9,139,306	5.14950%	119	4/6/2024	359	0.05000%	0.00500%	0.00000%	GSMC	NAP	No							No
40		MC00211D7	Whisper Hollow Apartments	3300 Parker Lane	Austin	Texas	78741	8,990,351	5.61000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
41			Telegraph Market Place	740 & 844 West Telegraph Street	Washington	Utah	84780	8,775,000	5.01950%	120	5/6/2024	360	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
42		7280	TalbotTown Center & 32 North Washington Street					8,750,000	5.05000%	119	4/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
42.01		8498	TalbotTown Center	218 North Washington Street	Easton	Maryland	21601									CGMRC
42.02		8352	32 North Washington Street	32 North Washington Street	Easton	Maryland	21601									CGMRC
43		8562	Lonus Self Storage	900 Lonus Street	San Jose	California	95126	8,350,000	4.84000%	120	5/6/2024	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
44		MC0020BB2	Pontchartrain Place SC	3501 Severn Avenue and 3500 North Hullen Street	Metairie	Louisiana	70002	8,250,000	4.99500%	119	4/6/2024	360	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
45			The Collegiate	515 North Lake Street	Madison	Wisconsin	53703	8,000,000	5.10400%	119	4/1/2024	360	0.00000%	0.01000%	0.00000%	RAIT Funding, LLC	NAP	No							No
46		2YEZM3	7th Street Dunlap Self Storage	533 East Dunlap Avenue	Phoenix	Arizona	85020	7,690,745	4.99800%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	GSMC	NAP	No							No
47		MC00212A2	Shadeland Station	7481 North Shadeland Avenue	Indianapolis	Indiana	46250	7,116,271	4.89500%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
48		8560	Cedar Creek Apartments	4394 Okemos Road	Okemos	Michigan	48864	6,700,000	4.80000%	120	5/6/2024	360	0.05000%	0.00500%	0.00000%	CGMRC	NAP	No							No
49		MC001E645	River West Center	320-380 East Capitol Drive	Milwaukee	Wisconsin	53212	6,690,000	5.56500%	59	4/6/2019	330	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
50			King’s Crossing	7605 North Carolina Highway 68 North	Oak Ridge	North Carolina	27310	6,463,830	5.26100%	117	2/1/2024	357	0.05000%	0.00500%	0.00000%	RAIT Funding, LLC	NAP	No							No
51			Silverado Self Storage	9890 Pollock Drive	Las Vegas	Nevada	89183	6,255,012	5.02650%	59	4/6/2019	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
52		MC0020F85	Netcong Industrial	35 Love Lane	Netcong	New Jersey	07857	6,000,000	5.29500%	120	5/6/2024	300	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
53		MC0020D61	Summit Shopping Center	3755 Bloomfield Road	Macon	Georgia	31206	5,992,629	4.88000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
54		8388	Whitmore Lake	10152 Haley Lane	Whitmore Lake	Michigan	48189	5,887,500	5.50000%	120	5/6/2024	300	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
55		MC0021A39	Lake Houston Pines	5830 South Lake Houston Parkway	Houston	Texas	77049	5,000,000	4.84500%	120	5/6/2024	360	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
56		7361	Amsdell FL & GA Self-Storage Portfolio					4,520,000	5.03000%	119	4/6/2024	360	0.05000%	0.01000%	0.00000%	CGMRC	NAP	No							No
56.01		8586	Amsdell Jacksonville Self Storage	2825 Saint Johns Bluff Road South	Jacksonville	Florida	32246									CGMRC
56.02		8587	Amsdell Acworth	5488 Wade Green Road	Acworth	Georgia	30102									CGMRC
57		8417	Shorewood Commons	1101-1109 and 1139-1153 Brook Forest Avenue	Shorewood	Illinois	60404	4,500,000	5.20000%	118	3/6/2024	360	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
58			Black Mountain Marketplace	72 & 76 West Horizon Ridge Parkway	Henderson	Nevada	89102	4,300,000	4.91650%	119	4/6/2024	360	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
59		8561	Santa Teresa Self Storage	6880 Santa Teresa Boulevard	San Jose	California	95119	4,075,000	4.84000%	120	5/6/2024	0	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
60		8305	Pine Lake Manor Apartments	3211 Christopher Lane	Keego Harbor	Michigan	48320	3,995,420	5.26000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
61		MC0021121	New Hope Plaza	555 East New Hope Road	Goldsboro	North Carolina	27534	3,995,291	5.11000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
62			Tenaya Quail East	6620, 6640 & 6670 South Tenaya Way	Las Vegas	Nevada	89113	3,995,153	4.95450%	119	4/6/2024	359	0.00000%	0.06000%	0.02000%	CCRE	NAP	No							No
63		MC00215F8	Countryside Parks/Riverside Estates MHCs					3,800,000	5.42000%	120	5/6/2024	300	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
63.01		MC00215F8 - MC00217E9	Countryside Parks MHC	42 Powerline Place	Manhattan	Kansas	66502									MC-FiveMile
63.02		MC00215F8 - MC00217D1	Riverside Estates MHC	105 East Valley Street	Wamego	Kansas	66547									MC-FiveMile
64			8000 North Federal Highway	8000 North Federal Highway	Boca Raton	Florida	33487	3,738,415	5.51450%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
65			917 Franklin Office Building	917 Franklin Street	Houston	Texas	77002	3,650,000	5.17000%	120	5/1/2024	360	0.00000%	0.01000%	0.00000%	RAIT Funding, LLC	NAP	No							No
66		8456	American Harbor Self Storage	7227 South R L Thornton Freeway	Dallas	Texas	75232	3,641,458	4.85000%	118	3/6/2024	358	0.00000%	0.01000%	0.00000%	CGMRC	NAP	No							No
67			Hampshire Square Shopping Center	US Route 50	Romney	West Virginia	26757	3,521,002	5.31000%	119	4/1/2024	359	0.00000%	0.01000%	0.00000%	RAIT Funding, LLC	NAP	No							No
68		MC0021063	Country Storage	58000 8 Mile Road	Lyon Township	Michigan	48167	2,996,723	5.51000%	119	4/6/2024	359	0.00000%	0.01000%	0.00000%	MC-FiveMile	NAP	No							No
69			Fairway Square Apartments	2301 Fairway Drive	Alvin	Texas	77511	2,812,723	5.17250%	119	4/6/2024	359	0.00000%	0.01000%	0.02000%	CCRE	NAP	No							No
70			Shoppes at Hunters Creek	14650 Gatorland Drive	Orlando	Florida	32837	1,347,448	5.85000%	118	3/1/2024	358	0.10000%	0.00500%	0.00000%	RAIT Funding, LLC	NAP	No							No

	(1)	The Cut-off Date Balance of $125,000,000 represents the note A-1 of a $235,000,000 whole loan evidenced by multiple pari passu notes. Note A-2, with a Cut-off Date Balance of $110,000,000 is held outside the issuing entity and is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate cut-off date principal balance of $235,000,000.
	(2)	The Cut-off Date Balance of $103,397,612 represents the note A-3 of a $362,499,000 whole loan evidenced by multiple pari passu notes. Note A-1, with a Cut-off Date Balance of $100,912,092 was contributed to CGCMT 2014-GC19. Note A-2, with a Cut-off Date Balance of $117,316,521 was contributed to GSMS 2014-GC20 and one remaining companion loan with a Cut-off Date Balance of $38,773,110 that is held outside the issuing entity and is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate cut-off date principal balance of $360,399,335.
	(3)	The Mortgage Loan Rate for the Newcastle Senior Housing Portfolio Mortgage Loan is 4.0000% from the origination date through January 5, 2019. From and after January 6, 2019, the Newcastle Senior Housing Portfolio Mortgage Loan Rate will be 4.9900%. The Underwritten NCF DSCR is calculated based on the 4.99000% Mortgage Loan Rate. The Underwritten NCF DSCR calculated based on the initial coupon rate of 4.0000% is 1.80x. See Annex G-1 in the Prospectus Supplement for the related amortization schedule.
	(4)	The rate (0.00500%) listed as the “Subservicing Fee Rate” for the Newcastle Senior Housing Portfolio mortgage loan reflects the servicing fee rate payable to the Citigroup Commercial Mortgage Trust 2014-C19 master servicer.
	(5)	The Cut-off Date Balance of $47,250,000 represents the note A-2 of a $137,250,000 whole loan evidenced by multiple pari passu notes. Note A-1, with a Cut-off Date Balance of $90,000,000 was contributed to GSMS 2014-GC20. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate cut-off date principal balance of $137,250,000.
	(6)	Commencing on the ARD, the interest rate increases to the greater of 6.8% or the Treasury Rate plus 4%
	(7)	The U-Haul Storage Portfolio 2 Loan has an anticipated repayment date feature with an implied extension option of up to 10 years, where interest will accrue at a rate equal to the greater of (i) 7.8100% and (ii) the then 10-year swap yield plus 4.95%, but in no event will the revised interest rate exceed 9.8100%.

EXHIBIT C

FORM OF REQUEST FOR RELEASE

(for Custodian/Certificate Administrator)

Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian

Name: __________________

Address:	__________________
	__________________
	__________________

Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________

__________________

Certificates:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, Class [____]

The undersigned [Master Servicer][Special Servicer] hereby acknowledges that it has received from U.S. Bank National Association, as Custodian, for the Holders of Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.

( ) 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

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.


	[MASTER SERVICER/SPECIAL SERVICER]

	By:
		Name:
		Title:

cc: U.S. Bank National Association

Dated:

C-2

EXHIBIT D

FORM OF DISTRIBUTION DATE STATEMENT


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014


	DATES				ADMINISTRATOR
	Payment Date:	Jun 12, 2014	First Payment Date:	Jun 12, 2014
	Prior Payment:		Closing Date:		Name:	Nicholas C. Xeros
	Next Payment:	Jul 11, 2014	Rated Final Distribution Date:		Title:	Account Administrator
	Record Date:	May 30, 2014
Determination Date:		Jun 06, 2014			Address:	190 South LaSalle St. 7th Fl.
						Chicago, IL 60603
	TABLE OF CONTENTS
	Payment Detail			Page 1	Phone:	312-332-7464
	Factor Detail			Page 3	Email:	nicholas.xeros@usbank.com
	Principal Detail			Page 4	Website:	www.usbank.com/abs
	Interest Detail			Page 5
	Reconciliation of Funds			Page 6	PARTIES TO THE TRANSACTION
	Additional Reconciliation Detail			Page 7
	Historical Loan Modification Report			Page 8	Mortgage Loan Seller:	Citigroup Global Markets Realty Corp.
	REO Additional Detail			Page 9	Mortgage Loan Seller:	Goldman Sachs Mortgage Company
	Bond/Collateral Realized Loss Reconciliation			Page 10	Mortgage Loan Seller:	Cantor Commercial Real Estate Lending, L.P.
	Historical Delinquency & Liquidation Summary			Page 11	Mortgage Loan Seller:	MC-Five Mile Commercial Mortgage Finance LLC
	REO Status Report			Page 12	Mortgage Loan Seller:	RAIT Funding, LLC
	Historical Liquidation Loss Loan Detail			Page 13	Mortgage Loan Seller:	Redwood Commercial Mortgage Corporation
	Interest Adjustment Reconciliation			Page 14	Depositor:	Citigroup Commercial Mortgage Securities Inc.
	Appraisal Reduction Report			Page 15	Trustee:	U.S. Bank National Association
	Loan Level Detail			Page 16	Certificate Administrator:	U.S. Bank National Association
	Material Breaches and Document Defects			Page 17	Custodian:	U.S. Bank National Association
	Mortgage Loan Characteristics			Page 18	Master Servicer:	Wells Fargo Bank, National Association
	Additional Loan Detail			Page 19	Special Servicer:	LNR Partners, LLC
					Operating Advisor:	Park Bridge Lender Services LLC


	This report contains, or is based on, information furnished to U.S. Bank Global Corporate Trust Services (“U.S. Bank”) by one or more third parties (e.g. Servicers, Master Servicer, etc.), and U.S. Bank has not independently verified information received from any such third party.

D-1


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

PAYMENT DETAIL

	Effective	Initial	Beginning	Principal	Interest	Total		Ending	Exchangeable
	Pass-Through	Class Certificate	Class Certificate	Distribution	Distribution	Distribution	Realized	Class Certificate	Percent
Class	Rate	Balance	Balance	Amount	Amount	Amount	Loss	Balance	Outstanding
A-1
A-2
A-3
A-4
A-5
A-AB
X-A
X-B
X-C
X-D
A-S
B
C
D
E
F
G
R
PEZ


S








Totals:

D-2


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

Payment Detail (Exchange Certificates)

	Effective	Initial	Beginning	Principal	Interest	Total		Ending	Exchanged
	Pass-Through	Class Certificate	Class Certificate	Distribution	Distribution	Distribution	Realized	Class Certificate	Percent
Class	Rate	Balance	Balance	Amount	Amount	Amount	Loss	Balance	Outstanding
A-S
B
C
PEZ

























Totals:

D-3


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

FACTOR DETAIL

		Beginning	Principal	Interest	Total		Ending
		Class Certificate	Distribution	Distribution	Distribution	Realized	Class Certificate
Class	Cusip	Balance	Amount	Amount	Amount	Loss	Balance
A-1 A-2 A-3 A-4 A-5 A-AB X-A X-B X-C X-D A-S B C D E F G R PEZ S

D-4


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

PRINCIPAL DETAIL

					Operating		Cumulative
	Beginning	Scheduled	Unscheduled	Realized	Advisor	Ending	Realized
Class	Balance	Principal	Principal	Loss	Expenses	Balance	Loss
A-1 A-2 A-3 A-4 A-5 A-AB A-S B C D E F G PEZ
Totals:

D-5


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

INTEREST DETAIL

	Accrued	Net Prepay		Current		Yield	Total Interest	Cumulative
	Certificate	Interest	Interest	Interest	Excess	Maintenance	Distribution	Unpaid Interest
Class	Interest	Shortfall	Adjustment	Shortfalls	Interest	Charges	Amount	Shortfall
A-1 A-2 A-3 A-4 A-5 A-AB X-A X-B X-C X-D A-S B C D E F G R PEZ S
Totals:

D-6


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

RECONCILIATION OF FUNDS

Funds Collection		Funds Distribution
	Interest		Fees
	Scheduled Interest		Master Servicing Fee
	Interest Adjustments		Trustee/Certificate Administrator Fee
	Deferred Interest		Operating Advisor Fee
	Net Prepayment Shortfall		Special Servicing Fee
	Net Prepayment Interest Excess		Workout Fee
	Interest Reserve (Deposit)/Withdrawal		Liquidation Fee
	Interest Collections		Special Serv Fee plus Adj.
			CREFC Intellectual Property Royalty License Fee
			CCRE Strip
			Miscellaneous Fee
	Principal		Fee Distributions
	Scheduled Principal
	Unscheduled Principal
	Principal Adjustments		Additional Trust Fund Expenses
	Principal Collections		Reimbursed for Interest on Advances
			Net ASER Amount
			Non-Recoverable Advances
			Other Expenses or Shortfalls
	Other		Additional Trust Fund Expenses
	Yield Maintenance
	Prepayment Premium		Payments to Certificateholders
	Other Collections		Interest Distribution
			Principal Distribution
			Yield Maintenance
			Prepayment Premium
			Payments to Certificateholders

	Total Collections		Total Distribution

D-7


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

ADDITIONAL RECONCILIATION DETAIL


Stated Principal Balance			Advances:
						Total
	Beginning	Ending
			P & I Advances

			Miscellaneous Advances

			Outstanding P&I Advances

Ending Pool Factor			Disclosable Special Servicer Fees
			Commission
Ending Loan Count			Brokerage Fee
			Rebate
			Shared Fee
Weighted Average Remaining Term to Maturity			Other

Weighted Average Mortgage Rate			Excess Liquidation Proceeds Reserve Account

				Beg Balance	(Withdraw)/Dep	End Balance
Controlling Class:
			Specially Serviced Loans that are not Delinquent

Controlling Class Representative:					Count	Balance

CCRE Strip for the Distribution Date

D-8


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

HISTORICAL LOAN MODIFICATION REPORT


	Ending	Ending
	Principal	Unpaid
Loan ID	Balance	Balance	Comments

Totals:

* Pending information provided by Servicer

D-9


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

REO ADDITIONAL DETAIL

REO Property with Final Recovery Determination
	Loan ID	Liq Proceeds and Other Amounts Rec’d	Liq Proceeds and Other Amt Alloc to Certs	Loss on Mortgage Loans



































	Totals:

D-10


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

BOND/COLLATERAL REALIZED LOSS RECONCILIATION

Loan ID	Period	Beginning Bal of Loan at Liquidation	Aggregate Realized Loss on Loans	Prior Real’d Loss Appl’d to Cert	Amt Covered by OC/other Credit Support	Int (Shortage)/ Excess Appl’d to Real’d Loss	Mod Adj/ Appraisal Reduction Adj	Addt’l (Recov) Exp Appl’d to Real’d Loss	Real’d Loss Appl’d to Cert to Date	Recov of Real’d Loss Paid as Cash	(Recov)/Real’d Loss Appl’d to to Cert Int









































Totals:

D-11


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

HISTORICAL DELINQUENCY & LIQUIDATION SUMMARY

30 Days Delinq

60 Days Delinq

90+ Days Delinq

Bankruptcy

Foreclosure

REO

Prepayments

Month

Count

Balance

Count

Balance

Count

Balance

Count

Balance

Count

Balance

Count

Balance

Count

Balance

D-12


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

REO STATUS REPORT

Loan ID

State

City

Book Value

Ending
Sched Loan
Amount

REO Date

Total
Exposure

Appraisal
Value

Appraisal
Date

Date Asset Exp
to be Resolved
or Foreclosed

REO Revenue
and Other
Amounts

Type*

Totals:

D-13


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

HISTORICAL LIQUIDATION LOSS LOAN DETAIL

Loan ID

Liquidation
Month

Liquidation/

Prepayment
Code*

Current Beginning
Scheduled
Balance

Most Recent
Value**

Net Proceeds

Received on

Liquidation

Expense

Net Proceeds

Available for

Distribution

Realized Loss

to Trust

Totals:

D-14


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

INTEREST ADJUSTMENT RECONCILIATION

Loan ID

Curr Ending

Scheduled

Balance

Spec Serv

Fee Amt

plus Adj

Liquidation

Fee Amount

Workout

Fee Amount

Most Recent

Net ASER

Amount

Prepayment

Int (Excess)/

Shortfall

Non-Recov

(Scheduled

Interest)

Reimbursed

Interest on Advances

Mod Int Rate

(Reduction)/

Excess

Reimbursement of

Advances to Servicer

Other

Shortfalls/

(Refunds)

Curr Month

Outstanding

Totals:

D-15


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

APPRAISAL REDUCTION REPORT

Loan ID	Property Name	Paid-Through Date	ARA (Appraisal Reduction Amt)	ARA Date	Most Recent Value	Most Recent Valuation Date	Most Recent Net ASER Amount	Cumulative ASER Amount



































Totals:

D-16


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

LOAN LEVEL DETAIL

End

Yield

Property

Transfer

Maturity

Neg Am

Schedule

Note

Sched

Prepay

Paid Thru

Prepay

Loan

Interest

Maint

PFY

Operating

Loan ID

Type

Date

State

Date

(Y/N)

Balance

Rate

P&I

Adj

Date

Premium

Status**

Payment

Charges

DSCR

Stmnt

Totals:

D-17


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

MATERIAL BREACHES AND DOCUMENT DEFECTS


	Ending Principal	Material	Date
Loan ID	Balance	Breach Date	Received Notice	Description

D-18


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

MORTGAGE LOAN CHARACTERISTICS

D-19


	Citigroup Commercial Mortgage Trust 2014-GC21
	Commercial Mortgage Pass-Through Certificates, Series 2014-GC21	June 2014

ADDITIONAL LOAN DETAIL


Rule 15Ga-1

Loan ID	Asset name	Asset Originator	Ending Balance	Most Recent Appraisal	Repurchase/Replacement Status



































Each Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.

D-20

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, Class [__]

Reference is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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” (as defined in Regulation S);

* Select appropriate depository.

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” (as defined in Regulation S) 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” (as defined in Regulation S) 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.

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: Citigroup Commercial Mortgage Securities Inc.

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

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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” (as defined in Regulation S),

F-1

(3) no “directed selling efforts” (as defined in Regulation S) 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;

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: Citigroup Commercial Mortgage Securities Inc.

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

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

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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.

G-1


	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: Citigroup Commercial Mortgage Securities Inc.

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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 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.

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.

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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” (as defined in Regulation S);

* Select appropriate depository.

I-1

(3) no “directed selling efforts” (as defined in Regulation S) 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.


	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________

cc: Citigroup Commercial Mortgage Securities Inc.

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

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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. [______]).

(1) the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),

J-1

(3) no “directed selling efforts” (as defined in Regulation S) 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;


	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: Citigroup Commercial Mortgage Securities Inc.

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

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)

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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. [______]).

K-1


	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______

cc: Citigroup Commercial Mortgage Securities Inc.

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

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, Citigroup Commercial Mortgage Trust 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.

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 or has been 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

L-1-1

any of the following: (i) the United States, a State or any political subdivision of a State, any 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:

L-1-2

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

(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 Treasury Regulations 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.

L-1-3

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.

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.

L-1-4

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:

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:
__________________

L-1-5

EXHIBIT L-2

FORM OF TRANSFEROR LETTER

[Date]

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, 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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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 clause (9) of 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 respected for United States income tax purposes (and the Transferor may continue to be liable

L-2-1

for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


	Very truly yours,

		(Transferor)

	By:
		Name:
		Title:

L-2-2

EXHIBIT L-3

FORM OF TRANSFEREE LETTER

[Date]

U.S. Bank National Association,

as Certificate Registrar and Certificate Administrator

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

U.S. Bank National Association, as Trustee

190 South LaSalle Street, 7th Floor

Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CMBS-Management-CGCMT 2014-GC21

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street 5th Floor,

New York, New York 10013

Attention: Paul Vanderslice

[Transferor]

[______]

Attention: [______]

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

Ladies and Gentlemen:

The undersigned (the “Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”), issued pursuant to that certain pooling and servicing agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

L-3-1

[FOR TRANSFERS OF CLASS E, CLASS F OR CLASS G CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions 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”, and any such employee benefit plan or other plan, a “Plan”) or an entity using assets of a Plan, or (ii) (1) is an insurance company, (2) the source of funds used to acquire or hold the Certificate or an interest therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]

[FOR TRANSFERS OF CLASS R OR CLASS S CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) is not an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions 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”, and any such employee benefit plan or other plan, a “Plan”) or an entity using assets of a Plan and (B) is not and will not be a governmental plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate.]

[FOR TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.]

[FOR TRANSFERS OF CLASS S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act of 1933, as amended.]

L-3-2

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


	Very truly yours,

	[The Purchaser]

	By:
		Name:
		Title:

L-3-3

EXHIBIT L-4

FORM OF INVESTMENT REPRESENTATION LETTER

[Date]

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, Citigroup Commercial Mortgage Trust 2014-GC21

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street

New York, New York 10013

Attention: Paul Vanderslice

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, Class [__] (the “Class [___] Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), entered into by Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator and trustee, on behalf of the holders of Commercial Mortgage Pass Through Certificates, Series 2014-GC21 (the “Certificates”), in connection with the transfer by [ ] (the “Seller”) to the undersigned (the “Purchaser”) of $______ aggregate [Certificate Principal Amount] [Notional Amount] of Class [ ] Certificates [representing a ___% Percentage Interest in the related Class], in certificated fully registered form (such registered interest, the “Transferred 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:

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 promulgated 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 Transferred 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 Transferred Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to

L-4-1

each of which the Purchaser exercises sole investment discretion. [FOR TRANSFERS OF CLASS R CERTIFICATES: Furthermore, the Purchaser and any such account are each a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act).] The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.

2. The Purchaser’s intention is to acquire the Transferred 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 Transferred 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 Transferred 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 Transferred 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 May 7, 2014, relating to the Private 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 Transferred Certificate, except in compliance with Section 5.03 of the Pooling and Servicing Agreement.

L-4-2

7. Check one of the following:

o The Purchaser is a “U.S. 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. 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 Transferred Certificate(s). The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. 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 Transferred Certificate(s) and state that interest and original issue discount on the Transferred 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-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 purposes of this paragraph 7, “U.S. 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. 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. Persons).

Please make all payments due on the Transferred 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:________________________________________

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

L-4-3

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

_______________________________________________


	Very truly yours,

	[Insert Name of Purchaser]

	By:
		Name:
		Title:

Dated: ________________, 20__

L-4-4

EXHIBIT M-1

FORM OF INVESTOR CERTIFICATION FOR OBTAINING

INFORMATION AND NOTICES

[Date]

[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CGCMT 2014-GC21

Asset Manager]

[U.S. Bank National Association, as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CGCMT 2014-GC21]

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and 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][Serviced Companion Loan Holder][Companion Loan Holder Representative].

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, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing.

1 Only required for a Certificateholder or a Beneficial Owner.

M-1-1

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.

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 its holding or purchasing the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable), and such Information will not, without the prior written consent of the Trustee, 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.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


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

	By:

	Name:

	Title:

M-1-2


	Company:

	Phone:

M-1-3

EXHIBIT M-2

FORM OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS

[Date]

U.S. Bank National Association, as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CGCMT 2014-GC21

Attention:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

In accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and 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] 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.

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.

5. The undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, employees, agents or other authorized representatives (“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. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


	[Certificateholder] [Beneficial Owner]

	By:

	Name:

	Title:

	Company:

	Phone:

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 [the Certificate Administrator’s customer service desk at 866-252-4360]

In connection with the Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates Series 2014-GC21 (the “Certificates”), the undersigned hereby certifies and agrees as follows:

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

2. The undersigned agrees that each time it accesses [www.usbank.com/abs], 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 [www.usbank.com/abs] 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 Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from [www.usbank.com/abs].

4. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of May 1, 2014, by and among Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator and trustee.

M-3-1

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.


	[ ]

	By:

	Name:

	Title:

	Company:

	Phone:

M-3-2

EXHIBIT M-4

FORM OF CONFIDENTIALITY AGREEMENT

[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CGCMT 2014-GC21

Asset Manager]

[U.S. Bank National Association, as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: Bondholder Services, CGCMT 2014-GC21]

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street

New York, New York 10013

Attention: Paul Vanderslice

Re: Citigroup Commercial Mortgage Trust 2014-GC21

Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

Ladies and Gentlemen:

In connection with the Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), we acknowledge that we will be furnished by Wells Fargo 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 other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person 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

M-4-1

governmental or banking authorities or agencies to which the undersigned is subject; and such Information will not, without the prior written consent of the Trustee, 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 May 1, 2014, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.

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:	Citigroup Commercial Mortgage Securities Inc.

Trustee

M-4-2

EXHIBIT M-5

FORM OF NRSRO CERTIFICATION

U.S. Bank National Association, as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: Bondholder Services, CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

Ladies and Gentlemen:

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee, with respect to the Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned, a nationally recognized statistical rating organization, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and

2. The undersigned has access to the Depositor’s Rule 17g-5 website relating to the Certificates.

3. The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement.

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential, and such Information will not, without the prior written consent of the Certificate Administrator, 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.

M-5-1

4. The undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.

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

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


	Very truly yours,

	[NRSRO Name]

	By:
	Name:
	Title:
	Phone:
	Email:

Dated:

M-5-2

EXHIBIT N

CUSTODIAN CERTIFICATION

[DATE]

[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser]

[The related Serviced Companion Loan Holder (upon request, in the case of a Serviced Loan Combination)]

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

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 the Outside Serviced Trust Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) 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 or an agent on behalf of the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned or an agent on behalf of the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned or an agent 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.

N-1

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.


	U.S. BANK NATIONAL ASSOCIATION, as Custodian

	By:
		Name:
		Title:

N-2

SCHEDULE OF EXCEPTIONS

[ ]

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

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 Certificate Administrator
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Certificate Administrator
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

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

O-3

EXHIBIT P

SUPPLEMENTAL SERVICER SCHEDULE

P-1

CGCMT 2014-GC21 Supplemental Servicer Schedule
									Original	Remaining
Control		Loan	Mortgage			General	Original	Origination	Amortization Term	Amortization Term			Upfront RE	Ongoing RE	Upfront	Ongoing	Upfront	Ongoing	Replacement
Number	Footnotes	Number	Loan Seller	Property Name	Borrower Name	Property Type	Balance ($)	Date	(Mos.)	(Mos.)	Carve-out Guarantor	Letter of Credit	Tax Reserve ($)	Tax Reserve ($)	Insurance Reserve ($)	Insurance Reserve ($)	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)
1		8537	CGMRC	Maine Mall	GGP-Maine Mall L.L.C.	Retail	125,000,000	3/11/2014	0	0	GGP Real Estate Holding I, Inc.	No	0.00	0.00	0.00	0.00	0.00	0.00	0.00
2	4	2YLN21	GSMC	Newcastle Senior Housing Portfolio	NIC 13 The Bentley Owner LLC, NIC 13 Dogwood Estates Owner LLC, NIC 13 Durham Regent Owner LLC, NIC 13 Fountains at Hidden Lakes Owner LLC, NIC 13 Illahee Hills Owner LLC, NIC 13 Hidden Lakes Owner LLC, NIC 13 Jordan Oaks Owner LLC, NIC 13 Lodge at Cold Spring Owner LLC, NIC 13 Madison Estates Owner LLC, NIC 13 Manor at Oakridge Owner LLC, NIC 13 Oakwood Hills Owner LLC, NIC 13 Orchid Terrace Owner LLC, NIC 13 Palmer Hills Owner LLC, NIC 13 Pinewood Hills Owner LLC, NIC 13 Pueblo Regent Owner LLC, NIC 13 The Regent Owner LLC, NIC 13 Rock Creek Owner LLC, NIC 13 Sheldon Oaks Owner LLC, NIC 13 Sky Peaks Owner LLC, NIC 13 Thornton Place Owner LLC, NIC 13 Uffelman Estates Owner LLC, NIC 13 Village Gate Owner LLC, NIC 13 Vista De La Montana Owner LLC, NIC 13 Walnut Woods Owner LLC, NIC 13 The Westmont Owner LLC and NIC 13 Whiterock Court Owner LLC		104,000,000	12/23/2013	360	356	Newcastle Investment Corp.	No	0.00	346,783.97	189,009.30	36,855.66	0.00	81,564.34	0.00
2.01		2YLN21-1	GSMC	Orchid Terrace		Senior Housing
2.02		2YLN21-2	GSMC	Village Gate of Farmington		Senior Housing
2.03		2YLN21-3	GSMC	Lodge At Cold Spring		Senior Housing
2.04		2YLN21-4	GSMC	The Manor At Oakridge		Senior Housing
2.05		2YLN21-5	GSMC	Durham Regent		Senior Housing
2.06		2YLN21-6	GSMC	Dogwood Estates		Senior Housing
2.07		2YLN21-7	GSMC	Sheldon Oaks		Senior Housing
2.08		2YLN21-8	GSMC	Jordan Oaks		Senior Housing
2.09		2YLN21-9	GSMC	Sky Peaks		Senior Housing
2.10		2YLN21-10	GSMC	The Westmont		Senior Housing
2.11		2YLN21-11	GSMC	Pinewood Hills		Senior Housing
2.12		2YLN21-12	GSMC	Hidden Lakes		Senior Housing
2.13		2YLN21-13	GSMC	Walnut Woods		Senior Housing
2.14		2YLN21-14	GSMC	Oakwood Hills		Senior Housing
2.15		2YLN21-15	GSMC	Madison Estates		Senior Housing
2.16		2YLN21-16	GSMC	Thornton Place		Senior Housing
2.17		2YLN21-17	GSMC	Whiterock Court		Senior Housing
2.18		2YLN21-18	GSMC	The Bentley		Senior Housing
2.19		2YLN21-19	GSMC	Pueblo Regent		Senior Housing
2.20		2YLN21-20	GSMC	Vista De La Montana		Senior Housing
2.21		2YLN21-21	GSMC	Rock Creek		Senior Housing
2.22		2YLN21-22	GSMC	Illahee Hills		Senior Housing
2.23		2YLN21-23	GSMC	Palmer Hills		Senior Housing
2.24		2YLN21-24	GSMC	Uffelman Estates		Senior Housing
2.25		2YLN21-25	GSMC	The Regent		Senior Housing
2.26		2YLN21-26	GSMC	The Fountains At Hidden Lakes		Senior Housing
3	5	7626	CGMRC	Greene Town Center	Greene Town Center LLC	Mixed Use	47,250,000	11/22/2013	360	360	Morton L. Olshan	No	2,811,014.85	401,573.55	0.00	0.00	0.00	15,235.08	0.00
4		8473	CGMRC	636 Greenwich Street	Laroc L.L.C.	Multifamily	45,500,000	3/21/2014	0	0	Alex Forkosh	No	397,986.88	79,597.38	48,569.54	5,396.62	0.00	1,975.00	0.00
5			CCRE	U-Haul Storage Portfolio 2	UHIL 20, LLC and AREC 20, LLC		40,000,000	4/4/2014	360	359	AMERCO	No	502,500.00	0.00	115,000.00	0.00	146,000.00	0.00	146,000.00
5.01			CCRE	Woodside		Self Storage
5.02			CCRE	San Diego		Self Storage
5.03			CCRE	Gilbert		Self Storage
5.04			CCRE	Romeo		Self Storage
5.05			CCRE	Alcoa		Self Storage
5.06			CCRE	Federal Way		Self Storage
5.07			CCRE	Grasonville		Self Storage
5.08			CCRE	Charleston Boulevard		Self Storage
5.09			CCRE	Lompoc		Self Storage
5.10			CCRE	Cedar Hill		Self Storage
5.11			CCRE	Egg Harbor Township		Self Storage
6		8491	CGMRC	The Pines of Cloverlane	Pines at Cloverlane LLC	Multifamily	34,400,000	4/16/2014	360	360	Alan Hayman, Andrew Hayman and Sheldon Yellen	No	268,483.82	44,747.30	0.00	0.00	2,334,500.00	14,550.00	0.00
7	6, 7		CCRE	201 Fourth Avenue North	Albany Road-Fourth&Church Nashville LLC	Office	28,000,000	4/4/2014	300	300	Mark J. McInerney and Christopher J. Knisley	No	51,500.00	25,750.00	35,628.33	3,562.83	500,000.00	0.00	500,000.00
8			RAIT Funding, LLC	University Square	University Square, LLC	Retail	23,925,000	3/21/2014	360	359	Gregory A. Rice	No	95,595.83	23,898.96	22,954.09	2,295.41	0.00	2,544.83	91,613.70
9		2YX486	GSMC	Lanes Mill Marketplace	Lanes Mill Associates, LLC	Retail	23,250,000	4/11/2014	360	360	Kenneth N. Goldenberg	No	43,491.93	43,491.93	6,790.50	0.00	250,000.00	1,211.42	0.00
10	8	1	RCMC	Clarkstown Executive Park	Associates of Rockland County, LLC	Industrial	19,950,000	3/20/2014	360	359	Arnold Garelick and Uri Sasson	No	254,854.00	63,714.00	14,250.00	4,750.00	0.00	2,630.00	0.00
11	9, 10		CCRE	Regional One Medical	Regional One RH MOB 1 SPE, LLC	Office	19,000,000	3/7/2014	360	359	Scott Honan and Lea Richmond III	No	146,250.00	16,250.00	3,788.17	1,894.08	0.00	1,870.55	0.00
12	11	2YQFT3	GSMC	Brier Creek Corporate Center 6	BC Office 6, LLC	Office	17,500,000	2/21/2014	360	358	Riprand Count Arco	No	47,589.99	15,863.33	7,807.50	1,301.25	0.00	1,541.89	55,508.00
13		8309	CGMRC	Hairston Village	Hairston Investors, LLC	Retail	17,000,000	2/12/2014	360	360	Isaac Massry and Mark Massry	No	104,634.62	20,926.92	0.00	0.00	0.00	2,713.54	0.00
14		8340	CGMRC	Harbor Square	Manchester TIC LLC, Trenton TIC LLC, US Realty Financial TIC LLC and 5301 PH TIC LLC	Retail	16,625,000	2/25/2014	360	360	Benjamin Braka	No	0.00	97,993.41	16,335.73	8,167.86	0.00	5,301.75	0.00
15		2YF4Q5	GSMC	Kings Pointe Apartments	HRA Kings Pointe LLC	Multifamily	16,556,000	3/13/2014	360	360	Timothy D. Smith, Gregory L. Beckel and Michael O. Strand	No	80,602.13	20,150.53	12,400.75	2,480.15	344,469.00	6,088.47	0.00
16	12		CCRE	Independence Realty Portfolio	Independence Realty-Tampa Office/Flex, LLC, IR Port Chester LLC and Richard M. Brand, LLC		16,050,000	3/31/2014	360	359	Jerome N. Block and David F. Wilshin	No	80,000.00	20,000.00	9,490.00	4,745.00	0.00	2,880.39	0.00
16.01			CCRE	Corporex Plaza		Industrial
16.02			CCRE	Brandywine Business Center		Industrial
16.03			CCRE	President’s Plaza		Industrial
17		8474	CGMRC	Queenston Manor Apartments	Queenston Manor, Ltd.	Multifamily	16,000,000	4/7/2014	360	360	Camillo Properties, Ltd.	No	272,226.67	34,028.33	113,400.00	9,450.00	0.00	4,500.00	108,000.00
18		8240	CGMRC	Alista Apartments	Alista, LLC	Multifamily	15,750,000	4/1/2014	360	359	Ariel Thomas Nessel	No	42,588.37	10,647.09	10,129.14	10,129.14	0.00	6,640.00	0.00
19		8407	CGMRC	Bloomfield Townhomes	DJB Field LLC and BField LLC	Multifamily	15,200,000	3/21/2014	360	360	Gary Baxter	No	69,430.17	23,143.39	9,335.55	4,667.78	0.00	4,817.00	125,000.00
20	13	8559	CGMRC	Biltmore Village	10 Brook Street, LLC	Mixed Use	15,200,000	4/17/2014	360	360	John W. Bell III, John A. Batt, Jr. and Fenner French	No	46,072.48	9,214.50	7,683.55	1,536.71	0.00	912.00	50,000.00
21		8859	CGMRC	2811 McKinney Avenue	2811 McKinney LL, LLC	Office	15,190,000	4/9/2014	0	0	Investcorp US Real Estate, LLC	No	168,504.77	33,700.95	0.00	0.00	0.00	1,568.00	0.00
22		MC001EBC1	MC-FiveMile	Paddocks of Saratoga	CDP Springs 2 LLC	Multifamily	14,500,000	4/11/2014	360	360	Simon J. Mildé, James J. Flood, Larry C. Baucom and Larry T. Roth	No	56,298.36	14,074.59	12,825.36	1,832.19	0.00	1,750.00	0.00
23	14, 15, 16	2	RCMC	ZirMed Towers	Zirmed Tower, LLC	Office	14,000,000	3/28/2014	240	239	C. William Weyland, Jr.	No	0.00	0.00	0.00	0.00	0.00	1,609.00	0.00
24		2YF5L5	GSMC	Kings Cross Apartments	HRA Kings Cross LLC	Multifamily	12,800,000	3/13/2014	360	360	Timothy D. Smith, Gregory L. Beckel and Michael O. Strand	No	66,886.91	16,721.31	9,476.44	1,895.29	304,139.00	4,906.24	0.00
25			CCRE	24 Hour Fitness	LAP Empire Avenue, LLC	Retail	12,700,000	4/10/2014	360	360	Levon Paronyan	No	22,000.00	5,500.00	14,170.00	1,417.00	0.00	783.33	0.00
26			CCRE	332 Pine Street	332 Pine Street Holdings, LLC	Office	12,100,000	3/10/2014	360	359	Polidev Investments, Inc. and Erol Tabanca	No	68,500.00	22,833.33	10,018.00	3,339.33	0.00	736.70	0.00
27	17, 18		CCRE	Comfort Inn Portfolio	Kings Grant Systems, LLC and Greenland Systems, LLC		11,100,000	3/20/2014	300	299	Vallabhbhai N. Patel	No	65,468.67	8,183.58	31,641.67	3,164.17	573,000.00	11,163.06	0.00
27.01			CCRE	Comfort Inn Concord		Hospitality
27.02			CCRE	Comfort Inn Statesville		Hospitality
28	19	2YEEG9	GSMC	Lenox Village	Buckhead (Lenox) HA, LLC	Mixed Use	10,875,000	3/11/2014	360	360	Stanley Werb and Jonathan S. Gaines	No	89,047.09	12,721.01	0.00	0.00	73,000.00	1,224.50	0.00
29	20		CCRE	Newcastle North	CSRA Newcastle North, DST and CSRA Newcastle North Master Lessee, LLC	Industrial	10,875,000	3/5/2014	360	358	Louis J. Rogers	No	37,500.00	12,500.00	12,084.00	1,510.50	0.00	2,340.42	0.00
30	21	MC0020B30	MC-FiveMile	5990 Washington Street	5990 Washington Street, LLC	Industrial	10,850,000	3/21/2014	300	299	Twenty Lake Holdings, LLC	No	0.00	0.00	0.00	0.00	0.00	0.00	0.00
31	22	2YSNZ6	GSMC	Hilton Garden Inn Rock Hill	Smith/Curry Hotel Group Manchester Village, LLC	Hospitality	10,670,000	3/18/2014	360	359	H. Lee Curry and Peggy C. Smith	No	44,803.30	11,200.82	0.00	0.00	0.00	14,171.75	0.00
32	23, 24		CCRE	Bay Pointe Shopping Center	Bay Pointe BJC, LP and Bay Pointe JJP, LP	Retail	10,640,000	3/10/2014	360	360	Jerome J. Pennington and Bill J. Chen	No	0.00	0.00	13,811.76	6,603.38	0.00	1,642.03	0.00
33		8860	CGMRC	3400 Carlisle Street	3400 Carlisle LL, LLC	Office	10,360,000	4/9/2014	0	0	Investcorp US Real Estate, LLC	No	101,904.98	20,381.00	0.00	0.00	0.00	1,273.00	0.00
34		MC001D8F0	MC-FiveMile	Court House Village	Cape May Grocery Owners, LLC	Retail	10,300,000	4/4/2014	360	359	Kerry L. Iris and Roree Iris-Williams	No	20,471.95	10,235.97	17,906.04	2,984.34	0.00	2,276.81	60,000.00
35	25	2YSXS1	GSMC	Hilton Garden Inn Harris	Smith/Curry Hotel Group HH-Harris, LLC	Hospitality	10,090,000	3/18/2014	360	359	H. Lee Curry and Peggy C. Smith	No	37,542.97	9,385.74	0.00	0.00	0.00	11,676.83	0.00
36	26	2YSO28	GSMC	Hampton Inn Speedway	Smith/Curry Hotel Group Kings Grant, LLC	Hospitality	10,090,000	3/18/2014	360	359	H. Lee Curry and Peggy C. Smith	No	35,589.38	8,897.35	0.00	0.00	0.00	11,783.25	0.00
37			CCRE	University Marketplace	UMP Real Estate Holding, LLC	Retail	9,687,500	4/17/2014	360	360	Oscar Rodriguez and Ana Rodriguez	No	71,250.00	23,750.00	21,672.50	10,836.25	0.00	1,571.30	0.00
38	27		CCRE	Branford Business Center	Albany Road-Branford I LLC	Office	9,250,000	3/13/2014	300	300	Christopher J. Knisley	No	66,667.00	16,666.75	32,200.00	3,220.00	0.00	1,492.49	0.00
39	28	2YSNY9	GSMC	Hilton Garden Inn Pineville	Smith/Curry Hotel Group Pineville II, LLC	Hospitality	9,150,000	3/18/2014	360	359	H. Lee Curry and Peggy C. Smith	No	26,568.51	6,642.13	0.00	0.00	0.00	11,351.75	0.00
40		MC00211D7	MC-FiveMile	Whisper Hollow Apartments	Sravanthi Limited Partnership	Multifamily	9,000,000	3/7/2014	360	359	Chowdary Yalamanchili	No	74,590.62	18,647.66	30,275.22	5,045.87	0.00	5,475.00	0.00
41	29		CCRE	Telegraph Market Place	Telegraph Marketplace Partners II, LLC	Retail	8,775,000	4/9/2014	360	360	James Michael Martin	No	40,833.33	5,833.33	11,584.08	891.08	0.00	1,617.65	0.00
42		7280	CGMRC	TalbotTown Center & 32 North Washington Street	36 North Washington Holdings LLC and Talbottown Holdings LLC		8,750,000	3/21/2014	360	360	Cirrus 210 LLC	No	48,448.67	6,056.08	0.00	0.00	0.00	1,427.98	34,271.50
42.01		8498	CGMRC	TalbotTown Center		Retail
42.02		8352	CGMRC	32 North Washington Street		Office
43		8562	CGMRC	Lonus Self Storage	PG Cactus San Jose I LLC	Self Storage	8,350,000	4/8/2014	0	0	Timothy Davis and Robert Dailey	No	44,704.42	8,940.88	0.00	0.00	0.00	0.00	0.00
44	30	MC0020BB2	MC-FiveMile	Pontchartrain Place SC	3501 Severn Avenue, L.L.C.	Mixed Use	8,250,000	4/1/2014	360	360	Robert M. Murphy	No	60,362.56	12,072.51	63,078.78	12,615.76	0.00	0.00	33,006.00
45	31		RAIT Funding, LLC	The Collegiate	The Collegiate of Madison LLC	Multifamily	8,000,000	4/1/2014	360	360	Harold Langhammer	No	0.00	12,815.76	23,841.00	2,384.10	0.00	2,576.92	0.00
46		2YEZM3	GSMC	7th Street Dunlap Self Storage	Steppe Enterprises, LLC	Self Storage	7,700,000	3/11/2014	360	359	Daniel S. Suchoff	No	0.00	6,272.96	4,700.50	671.50	0.00	961.93	0.00
47		MC00212A2	MC-FiveMile	Shadeland Station	Shadeland Station 13-14 LLC, Shadeland Station Gordon LLC, Shadeland Station Tbox Land LLC, Shadeland Station Tbox House LLC, Shadeland Station TC LLC, Shadeland Station Diversified Income I LLC, Shadeland Station TEI Affiliates LLC and Shadeland Station Clinton Hill LLC	Retail	7,125,000	4/1/2014	360	359	Francis Greenburger	No	0.00	14,634.62	6,962.80	0.00	39,000.00	2,159.75	0.00
48		8560	CGMRC	Cedar Creek Apartments	Cedar Creek MS LLC	Multifamily	6,700,000	4/17/2014	360	360	Matthew B. Lester	No	58,272.67	11,654.53	0.00	0.00	0.00	6,921.50	0.00
49	32	MC001E645	MC-FiveMile	River West Center	T-L River West LLC	Retail	6,690,000	4/4/2014	330	330	Richard F. Dube	No	0.00	20,124.94	5,984.47	2,992.24	0.00	1,363.91	0.00
50			RAIT Funding, LLC	King’s Crossing	Haw River Holdings, LLC	Retail	6,485,000	1/13/2014	360	357	Kevan R. Combs	No	24,652.91	3,081.61	3,392.28	1,130.76	0.00	655.00	0.00
51			CCRE	Silverado Self Storage	Silverado Mini Storage, LLC	Self Storage	6,262,500	3/25/2014	360	359	Kenneth P. Slaught and Richard L. Ridgway	No	7,733.33	3,866.67	6,215.83	621.58	0.00	1,265.94	0.00
52		MC0020F85	MC-FiveMile	Netcong Industrial	Dowel-Netcong, LLC	Industrial	6,000,000	4/22/2014	300	300	Kerry L. Iris and Roree Iris-Williams	No	31,154.58	15,577.29	11,061.34	1,580.19	0.00	2,189.00	50,000.00
53	33	MC0020D61	MC-FiveMile	Summit Shopping Center	Summit at the Mall Shopping Center LLC	Retail	6,000,000	3/11/2014	360	359	Francis Greenburger	No	0.00	5,648.35	6,010.05	0.00	0.00	1,172.25	0.00
54		8388	CGMRC	Whitmore Lake	Whitmore Lake Apartments, LLC	Multifamily	5,887,500	4/22/2014	300	300	Robert F. Guenther	No	76,228.41	10,889.77	17,799.08	2,966.51	0.00	2,426.67	58,240.00
55		MC0021A39	MC-FiveMile	Lake Houston Pines	Interurban Forest, LLP	Multifamily	5,000,000	4/22/2014	360	360	William T. Doogan	No	88,813.90	17,762.78	23,175.00	7,725.00	0.00	5,867.00	0.00
56		7361	CGMRC	Amsdell FL & GA Self-Storage Portfolio	Amsdell Storage Ventures XXIV, LLC		4,520,000	3/25/2014	360	360	Robert J. Amsdell and Barry L. Amsdell	No	14,268.23	4,791.12	0.00	0.00	0.00	1,748.58	0.00
56.01		8586	CGMRC	Amsdell Jacksonville Self Storage		Self Storage
56.02		8587	CGMRC	Amsdell Acworth		Self Storage
57		8417	CGMRC	Shorewood Commons	Integris Ventures - SC, LLC and Finjacq I - Shorewood, LLC	Retail	4,500,000	3/6/2014	360	360	Richard Fine and Jason Fine	No	104,545.21	13,068.15	725.46	725.46	0.00	743.25	0.00
58	34		CCRE	Black Mountain Marketplace	Blk Mtn 1, LLC and Blk Mtn 2, LLC	Retail	4,300,000	3/20/2014	360	360	Amy Emanuel and Lawrence B. Miller	No	8,000.00	4,000.00	1,500.50	750.25	0.00	703.51	0.00
59		8561	CGMRC	Santa Teresa Self Storage	PG Cactus San Jose II LLC	Self Storage	4,075,000	4/8/2014	0	0	Timothy Davis and Robert Dailey	No	29,047.56	5,809.51	0.00	0.00	0.00	0.00	0.00
60		8305	CGMRC	Pine Lake Manor Apartments	Speed-Wing Investment Company LLC	Multifamily	4,000,000	3/31/2014	360	359	Vernon Buchanan	No	69,781.90	6,343.81	24,176.72	3,453.82	0.00	3,055.25	109,989.00
61		MC0021121	MC-FiveMile	New Hope Plaza	New Hope Plaza, LLC	Retail	4,000,000	3/27/2014	360	359	Hall F. Barnett	No	49,146.80	4,914.68	3,007.16	501.19	0.00	1,066.00	50,000.00
62			CCRE	Tenaya Quail East	DIG TQE, LLC	Industrial	4,000,000	3/27/2014	360	359	Christopher R. Dornin	No	6,000.00	3,000.00	6,468.00	718.67	0.00	676.76	0.00
63		MC00215F8	MC-FiveMile	Countryside Parks/Riverside Estates MHCs	Countryside Parks LLC and MHP LLC		3,800,000	4/17/2014	300	300	Tim Nikolaev	No	4,157.94	4,157.94	2,629.25	1,314.62	5,000.00	1,312.50	0.00
63.01		MC00215F8 - MC00217E9	MC-FiveMile	Countryside Parks MHC		Manufactured Housing
63.02		MC00215F8 - MC00217D1	MC-FiveMile	Riverside Estates MHC		Manufactured Housing
64			CCRE	8000 North Federal Highway	BGNP Associates, LLC	Office	3,742,500	4/4/2014	360	359	Eric P. Platero and Jeffrey H. Norman	No	32,270.00	4,610.00	33,048.20	3,415.59	0.00	424.00	0.00
65	35, 36		RAIT Funding, LLC	917 Franklin Office Building	LALM, LLC	Office	3,650,000	4/2/2014	360	360	Lewis A. Marks and Laura Lopez	No	32,433.49	6,486.70	4,076.64	1,358.88	40,000.00	1,161.60	52,272.00
66		8456	CGMRC	American Harbor Self Storage	I-35 Warehouse Associates, Ltd.	Self Storage	3,650,000	3/6/2014	360	358	Wayne Johnson	No	9,148.33	3,049.44	6,956.78	993.83	0.00	604.75	14,500.00
67			RAIT Funding, LLC	Hampshire Square Shopping Center	Hampshire Square Associates, LLC	Retail	3,525,000	3/28/2014	360	359	Geoffrey A. Huguely	No	7,155.38	2,385.13	11,470.20	1,911.70	100,000.00	748.00	0.00
68		MC0021063	MC-FiveMile	Country Storage	Country Storage, L.L.C.	Self Storage	3,000,000	4/4/2014	360	359	Jon Hutto	No	16,953.80	2,119.23	776.62	388.31	10,500.00	403.16	0.00
69			CCRE	Fairway Square Apartments	2301 Fairway Drive, LLC	Multifamily	2,816,000	3/26/2014	360	359	David Boudreau and Roxana Boudreau	No	26,533.33	6,633.33	58,621.42	5,926.63	0.00	3,200.00	0.00
70			RAIT Funding, LLC	Shoppes at Hunters Creek	The Shoppes at Hunter’s Creek, LLC	Retail	1,350,000	2/12/2014	360	358	Bassam H. Mnayarji and Maha Mnayarji	No	9,117.59	1,519.60	9,964.00	742.00	0.00	159.33	0.00

																	Grace	Grace
Control		Loan	Mortgage		Upfront	Ongoing		Upfront Debt	Ongoing Debt	Upfront Deferred	Ongoing Deferred	Upfront	Ongoing	Upfront	Ongoing	Other Reserve	Period-	Period-	Residual Value
Number	Footnotes	Number	Loan Seller	Property Name	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)	Service Reserve ($)	Service Reserve ($)	Maintenance Reserve ($)	Maintenance Reserve ($)	Environmental Reserve ($)	Environmental Reserve ($)	Other Reserve ($)	Other Reserve ($)	Description	Default	Late Fee	Insurance
1		8537	CGMRC	Maine Mall	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
2	4	2YLN21	GSMC	Newcastle Senior Housing Portfolio	0.00	0.00	0.00	0.00	0.00	652,265.00	0.00	0.00	0.00	0.00	0.00		0	0	No
2.01		2YLN21-1	GSMC	Orchid Terrace															No
2.02		2YLN21-2	GSMC	Village Gate of Farmington															No
2.03		2YLN21-3	GSMC	Lodge At Cold Spring															No
2.04		2YLN21-4	GSMC	The Manor At Oakridge															No
2.05		2YLN21-5	GSMC	Durham Regent															No
2.06		2YLN21-6	GSMC	Dogwood Estates															No
2.07		2YLN21-7	GSMC	Sheldon Oaks															No
2.08		2YLN21-8	GSMC	Jordan Oaks															No
2.09		2YLN21-9	GSMC	Sky Peaks															No
2.10		2YLN21-10	GSMC	The Westmont															No
2.11		2YLN21-11	GSMC	Pinewood Hills															No
2.12		2YLN21-12	GSMC	Hidden Lakes															No
2.13		2YLN21-13	GSMC	Walnut Woods															No
2.14		2YLN21-14	GSMC	Oakwood Hills															No
2.15		2YLN21-15	GSMC	Madison Estates															No
2.16		2YLN21-16	GSMC	Thornton Place															No
2.17		2YLN21-17	GSMC	Whiterock Court															No
2.18		2YLN21-18	GSMC	The Bentley															No
2.19		2YLN21-19	GSMC	Pueblo Regent															No
2.20		2YLN21-20	GSMC	Vista De La Montana															No
2.21		2YLN21-21	GSMC	Rock Creek															No
2.22		2YLN21-22	GSMC	Illahee Hills															No
2.23		2YLN21-23	GSMC	Palmer Hills															No
2.24		2YLN21-24	GSMC	Uffelman Estates															No
2.25		2YLN21-25	GSMC	The Regent															No
2.26		2YLN21-26	GSMC	The Fountains At Hidden Lakes															No
3	5	7626	CGMRC	Greene Town Center	0.00	54,717.08	0.00	0.00	0.00	0.00	0.00	0.00	0.00	834,540.00	0.00	Unfunded Landlord Obligations Reserve ($475,936); Fair Housing Repair Reserve ($358,604)	5	5	No
4		8473	CGMRC	636 Greenwich Street	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
5			CCRE	U-Haul Storage Portfolio 2	0.00	0.00	0.00	0.00	0.00	111,888.00	0.00	0.00	0.00	0.00	0.00		0	0	No
5.01			CCRE	Woodside															No
5.02			CCRE	San Diego															No
5.03			CCRE	Gilbert															No
5.04			CCRE	Romeo															No
5.05			CCRE	Alcoa															No
5.06			CCRE	Federal Way															No
5.07			CCRE	Grasonville															No
5.08			CCRE	Charleston Boulevard															No
5.09			CCRE	Lompoc															No
5.10			CCRE	Cedar Hill															No
5.11			CCRE	Egg Harbor Township															No
6		8491	CGMRC	The Pines of Cloverlane	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	33,750.00	0.00	Radon Testing Reserve	0	0	No
7	6, 7		CCRE	201 Fourth Avenue North	2,000,000.00	0.00	2,000,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
8			RAIT Funding, LLC	University Square	0.00	7,263.16	0.00	0.00	0.00	0.00	0.00	0.00	0.00	40,000.00	0.00	Maurer HVAC Reserve	5	5	No
9		2YX486	GSMC	Lanes Mill Marketplace	0.00	4,166.67	150,000.00	0.00	0.00	0.00	0.00	0.00	0.00	951,553.82	0.00	Tenant Reserve (Five Below - $443,875.57); Unfunded Obligations ($295,393); Tenant Reserve (Hand & Stone - $212,285.25)	0	0	No
10	8	1	RCMC	Clarkstown Executive Park	250,000.00	10,520.00	250,000.00	0.00	0.00	55,124.00	0.00	0.00	0.00	0.00	0.00		0	0	No
11	9, 10		CCRE	Regional One Medical	905,000.00	0.00	905,000.00	0.00	0.00	0.00	0.00	0.00	0.00	10,025,123.00	0.00	Outstanding TI Reserve ($4,825,000); Renovation Reserve ($4,325,123); Acorn TI/LC Deposit ($875,000)	0	0	No
12	11	2YQFT3	GSMC	Brier Creek Corporate Center 6	0.00	12,500.00	600,000.00	0.00	0.00	19,800.00	0.00	0.00	0.00	147,472.00	0.00	Unfunded Obligations	0	15	No
13		8309	CGMRC	Hairston Village	0.00	5,000.00	200,000.00	0.00	0.00	378,675.00	0.00	0.00	0.00	99,113.33	0.00	CSL Plasma Outstanding Obligations Reserve Funds($60,000); CSL Plasma Unfunded Rent Reserve Account ($39,113.33)	0	0	No
14		8340	CGMRC	Harbor Square	0.00	6,666.67	400,000.00	0.00	0.00	391,472.50	0.00	0.00	0.00	280,000.00	0.00	TGIF Reserve	0	0	No
15		2YF4Q5	GSMC	Kings Pointe Apartments	0.00	0.00	0.00	0.00	0.00	135,575.00	0.00	0.00	0.00	0.00	0.00		0	0	No
16	12		CCRE	Independence Realty Portfolio	400,000.00	9,001.25	0.00	0.00	0.00	0.00	0.00	0.00	0.00	211,027.00	0.00	Rent Reserve	0	0	No
16.01			CCRE	Corporex Plaza															No
16.02			CCRE	Brandywine Business Center															No
16.03			CCRE	President’s Plaza															No
17		8474	CGMRC	Queenston Manor Apartments	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
18		8240	CGMRC	Alista Apartments	0.00	0.00	0.00	0.00	0.00	71,250.00	0.00	0.00	0.00	1,150,000.00	0.00	Capital Expense Reserve ($450,000); Earnout Reserve ($700,000)	0	0	No
19		8407	CGMRC	Bloomfield Townhomes	0.00	0.00	0.00	0.00	0.00	43,375.00	0.00	0.00	0.00	0.00	0.00		0	0	No
20	13	8559	CGMRC	Biltmore Village	0.00	9,120.00	500,000.00	0.00	0.00	3,750.00	0.00	0.00	0.00	1,385,500.00	0.00	Holdback Reserve ($1,200,000); Coldwater Creek Reserve ($100,000); Drainage Reserve ($85,500)	0	0	No
21		8859	CGMRC	2811 McKinney Avenue	800,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	613,807.96	0.00	Outstanding Tenant Obligations ($417,100.96); Free Rent Reserve ($196,707)	0	0	No
22		MC001EBC1	MC-FiveMile	Paddocks of Saratoga	0.00	0.00	0.00	0.00	0.00	1,207.50	0.00	0.00	0.00	0.00	0.00		0	5	No
23	14, 15, 16	2	RCMC	ZirMed Towers	0.00	10,726.00	500,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
24		2YF5L5	GSMC	Kings Cross Apartments	0.00	0.00	0.00	0.00	0.00	68,255.00	0.00	0.00	0.00	0.00	0.00		0	0	No
25			CCRE	24 Hour Fitness	0.00	1,958.33	0.00	0.00	0.00	0.00	0.00	0.00	0.00	52,083.00	0.00	Rent Abatement Reserve	0	0	No
26			CCRE	332 Pine Street	100,000.00	3,683.50	0.00	0.00	0.00	0.00	0.00	0.00	0.00	81,054.00	0.00	Engeo Rent Reserve	0	0	No
27	17, 18		CCRE	Comfort Inn Portfolio	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	165,000.00	0.00	Seasonality Reserve	0	15	No
27.01			CCRE	Comfort Inn Concord															No
27.02			CCRE	Comfort Inn Statesville															No
28	19	2YEEG9	GSMC	Lenox Village	0.00	2,083.33	75,000.00	0.00	0.00	0.00	0.00	0.00	0.00	30,357.00	0.00	Unfunded Obligations	0	0	No
29	20		CCRE	Newcastle North	280,850.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	1,080,083.60	0.00	Tenant Allowance Reserve ($635,794); Free Rent Period Reserve ($393,190); HVAC Reserve ($51,100)	0	0	No
30	21	MC0020B30	MC-FiveMile	5990 Washington Street	0.00	30,000.00	1,800,000.00	0.00	0.00	14,000.00	0.00	0.00	0.00	0.00	0.00		0	0	No
31	22	2YSNZ6	GSMC	Hilton Garden Inn Rock Hill	0.00	0.00	0.00	0.00	0.00	6,336.00	0.00	0.00	0.00	800.00	0.00	Tax Service Fee	0	0	No
32	23, 24		CCRE	Bay Pointe Shopping Center	0.00	2,052.54	600,000.00	54,743.89	0.00	431,034.00	0.00	0.00	0.00	0.00	0.00		0	0	No
33		8860	CGMRC	3400 Carlisle Street	700,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	278,811.00	0.00	Outstanding Tenant Obligations ($210,631); Free Rent Reserve ($68,180)	0	0	No
34		MC001D8F0	MC-FiveMile	Court House Village	100,000.00	7,513.50	300,000.00	0.00	0.00	15,477.50	0.00	0.00	0.00	141,485.00	0.00	TJX Credit Reserve	0	0	No
35	25	2YSXS1	GSMC	Hilton Garden Inn Harris	0.00	0.00	0.00	0.00	0.00	1,815.00	0.00	0.00	0.00	800.00	0.00	Tax Service Fee	0	15	No
36	26	2YSO28	GSMC	Hampton Inn Speedway	0.00	0.00	0.00	0.00	0.00	4,950.00	0.00	0.00	0.00	800.00	0.00	Tax Service Fee	0	15	No
37			CCRE	University Marketplace	0.00	9,428.00	340,000.00	0.00	0.00	94,637.00	0.00	0.00	0.00	5,633.00	0.00	Prepaid Rent Reserve	0	0	No
38	27		CCRE	Branford Business Center	350,000.00	0.00	350,000.00	0.00	0.00	15,550.00	0.00	0.00	0.00	0.00	0.00		0	0	No
39	28	2YSNY9	GSMC	Hilton Garden Inn Pineville	0.00	0.00	0.00	0.00	0.00	20,289.50	0.00	0.00	0.00	800.00	0.00	Tax Service Fee	0	15	No
40		MC00211D7	MC-FiveMile	Whisper Hollow Apartments	0.00	0.00	0.00	0.00	0.00	132,500.00	0.00	0.00	0.00	0.00	0.00		0	10	No
41	29		CCRE	Telegraph Market Place	250,000.00	5,055.17	660,000.00	0.00	0.00	25,938.00	0.00	0.00	0.00	608,835.00	0.00	Best Buy Leasing Reserve ($535,835); Short Sale Payoff Reserve ($73,000)	0	0	No
42		7280	CGMRC	TalbotTown Center & 32 North Washington Street	0.00	4,197.27	100,734.51	0.00	0.00	22,260.00	0.00	0.00	0.00	315,555.04	0.00	Debt Yield Reserve ($300,000); Closing Unfunded Tenant Obligations ($15,555.04)	0	0	No
42.01		8498	CGMRC	TalbotTown Center															No
42.02		8352	CGMRC	32 North Washington Street															No
43		8562	CGMRC	Lonus Self Storage	0.00	0.00	0.00	0.00	0.00	33,031.25	0.00	0.00	0.00	31,250.00	0.00	Corrective Action Reserve	0	0	No
44	30	MC0020BB2	MC-FiveMile	Pontchartrain Place SC	150,000.00	0.00	150,000.00	0.00	0.00	23,562.50	0.00	0.00	0.00	475,200.00	0.00	Roof Repair Reserve	0	0	No
45	31		RAIT Funding, LLC	The Collegiate	0.00	0.00	0.00	4,577.50	0.00	0.00	0.00	0.00	0.00	130,403.66	0.00	Prepaid Rent Reserve	5	5	No
46		2YEZM3	GSMC	7th Street Dunlap Self Storage	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
47		MC00212A2	MC-FiveMile	Shadeland Station	25,000.00	4,723.20	113,114.00	0.00	0.00	557,710.00	0.00	0.00	0.00	64,300.00	0.00	Planet Fitness Reserve	0	0	No
48		8560	CGMRC	Cedar Creek Apartments	0.00	0.00	0.00	0.00	0.00	45,671.88	0.00	0.00	0.00	0.00	0.00		0	0	No
49	32	MC001E645	MC-FiveMile	River West Center	0.00	5,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	6,708.31	Supplemental 2014 Tax Reserve	0	0	No
50			RAIT Funding, LLC	King’s Crossing	0.00	729.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		5	5	No
51			CCRE	Silverado Self Storage	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
52		MC0020F85	MC-FiveMile	Netcong Industrial	0.00	4,167.00	200,000.00	0.00	0.00	14,959.00	0.00	0.00	0.00	0.00	0.00		0	0	No
53	33	MC0020D61	MC-FiveMile	Summit Shopping Center	560,000.00	0.00	193,431.00	0.00	0.00	87,500.00	0.00	0.00	0.00	36,961.00	0.00	Couture Sewing Reserve	0	0	No
54		8388	CGMRC	Whitmore Lake	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
55		MC0021A39	MC-FiveMile	Lake Houston Pines	0.00	0.00	0.00	0.00	0.00	3,750.00	0.00	0.00	0.00	0.00	0.00		0	0	No
56		7361	CGMRC	Amsdell FL & GA Self-Storage Portfolio	0.00	0.00	0.00	0.00	0.00	207,500.00	0.00	0.00	0.00	0.00	0.00		0	0	No
56.01		8586	CGMRC	Amsdell Jacksonville Self Storage															No
56.02		8587	CGMRC	Amsdell Acworth															No
57		8417	CGMRC	Shorewood Commons	0.00	During interest-only period, the monthly TI/LC constant is equal to $24,709.99 less the interest-only payment, thereafter $2,278.42	180,000.00	0.00	0.00	49,500.00	0.00	0.00	0.00	0.00	0.00		0	0	No
58	34		CCRE	Black Mountain Marketplace	0.00	2,718.09	175,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
59		8561	CGMRC	Santa Teresa Self Storage	0.00	0.00	0.00	0.00	0.00	15,875.00	0.00	0.00	0.00	0.00	0.00		0	0	No
60		8305	CGMRC	Pine Lake Manor Apartments	0.00	0.00	0.00	0.00	0.00	15,000.00	0.00	0.00	0.00	0.00	0.00		0	0	No
61		MC0021121	MC-FiveMile	New Hope Plaza	50,000.00	2,993.95	150,000.00	0.00	0.00	250.00	0.00	0.00	0.00	0.00	0.00		0	0	No
62			CCRE	Tenaya Quail East	0.00	4,511.75	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
63		MC00215F8	MC-FiveMile	Countryside Parks/Riverside Estates MHCs	0.00	0.00	0.00	0.00	0.00	2,312.50	0.00	0.00	0.00	0.00	0.00		0	0	No
63.01		MC00215F8 - MC00217E9	MC-FiveMile	Countryside Parks MHC															No
63.02		MC00215F8 - MC00217D1	MC-FiveMile	Riverside Estates MHC															No
64			CCRE	8000 North Federal Highway	125,000.00	2,115.33	125,000.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
65	35, 36		RAIT Funding, LLC	917 Franklin Office Building	0.00	3,333.33	160,000.00	0.00	0.00	14,375.00	0.00	0.00	0.00	0.00	0.00		5	5	No
66		8456	CGMRC	American Harbor Self Storage	0.00	0.00	0.00	0.00	0.00	5,812.50	0.00	0.00	0.00	0.00	0.00		0	0	No
67			RAIT Funding, LLC	Hampshire Square Shopping Center	0.00	2,494.00	0.00	0.00	0.00	55,500.00	0.00	0.00	0.00	0.00	0.00		5	5	No
68		MC0021063	MC-FiveMile	Country Storage	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00		0	0	No
69			CCRE	Fairway Square Apartments	0.00	0.00	0.00	0.00	0.00	53,125.00	0.00	0.00	0.00	0.00	0.00		0	0	No
70			RAIT Funding, LLC	Shoppes at Hunters Creek	25,000.00	1,170.00	0.00	0.00	0.00	188.00	0.00	0.00	0.00	0.00	0.00		5	5	No

Monthly

Interest

Companion Loan

Control

Loan

Mortgage

Lease Enhancement

Environmental

O&M

Cash

Units, Pads,

Unit

Debt

Accrual

Administrative

Additional

Ground

Companion

Monthly Debt

Interest Accrual

Number

Footnotes

Number

Loan Seller

Property Name

Insurance

Required

Management

Lockbox

Rooms, Sq Ft

Description

Service ($) (1)

Method

Fee Rate (%) (2)

Strip (%)

Lease Y/N

Prepayment Provision (3)

Loan Flag

Service ($)

Method

8537

CGMRC

Maine Mall

Asbestos

Springing

Hard

730,444

492,158.56

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

Yes

433,099.54

Actual/360

2YLN21

GSMC

Newcastle Senior Housing Portfolio

None

In Place

Hard

3,002

Units

574,620.21

Actual/360

0.01335%

0.00000%

Various

Lockout/5_>YM or 1%/111_0%/4

Yes

1,428,257.22

Actual/360

2.01

2YLN21-1

GSMC

Orchid Terrace

None

117

Units

2.02

2YLN21-2

GSMC

Village Gate of Farmington

None

164

Units

2.03

2YLN21-3

GSMC

Lodge At Cold Spring

None

112

Units

Yes

2.04

2YLN21-4

GSMC

The Manor At Oakridge

None

115

Units

2.05

2YLN21-5

GSMC

Durham Regent

None

123

Units

2.06

2YLN21-6

GSMC

Dogwood Estates

None

118

Units

2.07

2YLN21-7

GSMC

Sheldon Oaks

None

111

Units

2.08

2YLN21-8

GSMC

Jordan Oaks

None

117

Units

2.09

2YLN21-9

GSMC

Sky Peaks

None

121

Units

2.10

2YLN21-10

GSMC

The Westmont

None

137

Units

Yes

2.11

2YLN21-11

GSMC

Pinewood Hills

None

117

Units

2.12

2YLN21-12

GSMC

Hidden Lakes

None

135

Units

2.13

2YLN21-13

GSMC

Walnut Woods

None

113

Units

2.14

2YLN21-14

GSMC

Oakwood Hills

None

116

Units

2.15

2YLN21-15

GSMC

Madison Estates

None

160

Units

2.16

2YLN21-16

GSMC

Thornton Place

None

121

Units

2.17

2YLN21-17

GSMC

Whiterock Court

None

117

Units

2.18

2YLN21-18

GSMC

The Bentley

None

118

Units

2.19

2YLN21-19

GSMC

Pueblo Regent

None

Units

2.20

2YLN21-20

GSMC

Vista De La Montana

None

115

Units

2.21

2YLN21-21

GSMC

Rock Creek

None

110

Units

2.22

2YLN21-22

GSMC

Illahee Hills

None

109

Units

2.23

2YLN21-23

GSMC

Palmer Hills

None

106

Units

2.24

2YLN21-24

GSMC

Uffelman Estates

None

109

Units

2.25

2YLN21-25

GSMC

The Regent

None

Units

2.26

2YLN21-26

GSMC

The Fountains At Hidden Lakes

None

Units

7626

CGMRC

Greene Town Center

None

Springing

Hard

709,977

253,648.22

Actual/360

0.01335%

0.00000%

>YM or 1%/117_0%/3

483,139.46

Actual/360

8473

CGMRC

636 Greenwich Street

Asbestos & LBP

Springing

Hard

Units

184,527.78

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

U-Haul Storage Portfolio 2

Various

Springing

Soft

672,656

210,107.99

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/91_0%/4

5.01

CCRE

Woodside

Asbestos

95,740

5.02

CCRE

San Diego

None

90,240

5.03

CCRE

Gilbert

None

92,575

5.04

CCRE

Romeo

None

80,450

5.05

CCRE

Alcoa

Asbestos

38,448

5.06

CCRE

Federal Way

None

62,686

5.07

CCRE

Grasonville

None

27,950

5.08

CCRE

Charleston Boulevard

Asbestos

59,550

5.09

CCRE

Lompoc

Asbestos

40,367

5.10

CCRE

Cedar Hill

None

40,900

5.11

CCRE

Egg Harbor Township

Asbestos

43,750

8491

CGMRC

The Pines of Cloverlane

None

Springing

582

Units

181,317.54

Actual/360

0.04835%

0.00000%

Lockout/24_Defeasance/92_0%/4

6, 7

CCRE

201 Fourth Avenue North

Yes

Springing

Hard

263,666

165,115.81

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/91_0%/4

RAIT Funding, LLC

University Square

None

Springing

86,805

#VALUE!

Actual/360

0.01335%

0.00000%

Yes

Lockout/25_Defeasance/91_0%/4

2YX486

GSMC

Lanes Mill Marketplace

None

Springing

145,370

121,121.90

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

RCMC

Clarkstown Executive Park

None

Springing

Soft Springing

210,376

105,516.50

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

9, 10

CCRE

Regional One Medical

Asbestos

In Place

Hard

112,233

105,625.90

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/91_0%/4

2YQFT3

GSMC

Brier Creek Corporate Center 6

None

In Place

Hard

123,351

95,910.71

Actual/360

0.01335%

0.00000%

Lockout/26_Defeasance/90_0%/4

8309

CGMRC

Hairston Village

None

Springing

171,983

90,017.00

Actual/360

0.01335%

0.00000%

Lockout/26_Defeasance/91_0%/3

8340

CGMRC

Harbor Square

Asbestos

Springing

Hard

344,823

87,225.62

Actual/360

0.01335%

0.00000%

Lockout/26_Defeasance/89_0%/5

2YF4Q5

GSMC

Kings Pointe Apartments

Asbestos

None

244

Units

87,018.78

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

Independence Realty Portfolio

Asbestos

Springing

216,029

89,146.33

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/92_0%/3

16.01

CCRE

Corporex Plaza

Asbestos

95,761

16.02

CCRE

Brandywine Business Center

Asbestos

77,613

16.03

CCRE

President’s Plaza

Asbestos

42,655

8474

CGMRC

Queenston Manor Apartments

None

Springing

216

Units

84,527.70

Actual/360

0.01335%

0.00000%

Lockout/24_>YM or 1%/93_0%/3

8240

CGMRC

Alista Apartments

Asbestos & LBP

Springing

332

Units

83,589.46

Actual/360

0.01335%

0.00000%

Lockout/25_>YM or 1%/93_0%/2

8407

CGMRC

Bloomfield Townhomes

None

Springing

200

Units

78,103.73

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/31_0%/4

8559

CGMRC

Biltmore Village

None

Springing

Hard

72,959

82,155.17

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/93_0%/3

8859

CGMRC

2811 McKinney Avenue

Asbestos

Springing

Hard

94,095

56,085.21

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/32_0%/4

MC001EBC1

MC-FiveMile

Paddocks of Saratoga

None

Springing

Soft

Units

76,076.48

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/91_0%/5

14, 15, 16

RCMC

ZirMed Towers

None

In Place

Hard

128,710

91,007.39

Actual/360

0.04835%

0.00000%

Lockout/12_YM or 1%/104_0%/4

2YF5L5

GSMC

Kings Cross Apartments

Asbestos

None

200

Units

68,365.47

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

24 Hour Fitness

None

In Place

Hard

47,000

72,908.03

Actual/360

0.01335%

0.02000%

Lockout/24_Defeasance/93_0%/3

CCRE

332 Pine Street

Asbestos

Springing

Hard

44,202

63,440.63

Actual/360

0.01335%

0.02000%

Lockout/25_>YM or 1%/92_0%/3

17, 18

CCRE

Comfort Inn Portfolio

Various

Springing

Hard

195

Rooms

66,982.26

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/92_0%/3

27.01

CCRE

Comfort Inn Concord

None

Rooms

27.02

CCRE

Comfort Inn Statesville

Asbestos

111

Rooms

2YEEG9

GSMC

Lenox Village

None

63,871

57,445.83

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

Newcastle North

Asbestos

Springing

Hard

112,340

59,511.07

Actual/360

0.01335%

0.02000%

Lockout/26_Defeasance/55_0%/3

MC0020B30

MC-FiveMile

5990 Washington Street

None

Springing

Hard

427,517

64,986.38

Actual/360

0.01335%

0.00000%

Lockout/25_>YM or 1%/91_0%/4

2YSNZ6

GSMC

Hilton Garden Inn Rock Hill

None

Springing

127

Rooms

58,257.71

Actual/360

0.05835%

0.00000%

Lockout/25_Defeasance/91_0%/4

23, 24

CCRE

Bay Pointe Shopping Center

None

Springing

Soft

98,522

56,152.86

Actual/360

0.01335%

0.02000%

Lockout/25_>YM or 1%/91_0%/4

8860

CGMRC

3400 Carlisle Street

None

Springing

Hard

76,381

38,251.66

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/32_0%/4

MC001D8F0

MC-FiveMile

Court House Village

ACM

Springing

Hard

120,216

56,367.69

Actual/360

0.01335%

0.00000%

Lockout/25_>YM or 1%/91_0%/4

2YSXS1

GSMC

Hilton Garden Inn Harris

None

Springing

112

Rooms

55,090.94

Actual/360

0.05835%

0.00000%

Lockout/25_Defeasance/91_0%/4

2YSO28

GSMC

Hampton Inn Speedway

None

Springing

125

Rooms

55,090.94

Actual/360

0.05835%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

University Marketplace

Asbestos

In Place

Hard

125,704

52,173.46

Actual/360

0.01335%

0.02000%

Lockout/24_Defeasance/32_0%/4

CCRE

Branford Business Center

Asbestos

Springing

Hard

119,399

53,727.54

Actual/360

0.01335%

0.02000%

Lockout/25_>YM or 1%/92_0%/3

2YSNY9

GSMC

Hilton Garden Inn Pineville

None

Springing

112

Rooms

49,958.58

Actual/360

0.05835%

0.00000%

Lockout/25_Defeasance/91_0%/4

MC00211D7

MC-FiveMile

Whisper Hollow Apartments

None

Springing

Soft

220

Units

51,723.87

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

Telegraph Market Place

None

Springing

Hard

60,662

47,210.73

Actual/360

0.01335%

0.02000%

Lockout/24_Defeasance/93_0%/3

7280

CGMRC

TalbotTown Center & 32 North Washington Street

Asbestos

Springing

Hard

108,950

47,239.64

Actual/360

0.01335%

0.00000%

Lockout/25_>YM or 1%/91_0%/4

42.01

8498

CGMRC

TalbotTown Center

Asbestos

93,085

42.02

8352

CGMRC

32 North Washington Street

Asbestos

15,865

8562

CGMRC

Lonus Self Storage

Asbestos

Springing

90,952

34,146.09

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

MC0020BB2

MC-FiveMile

Pontchartrain Place SC

ACM/Moisture

Springing

Soft Springing

82,508

44,262.58

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

RAIT Funding, LLC

The Collegiate

None

In Place

Soft

Beds

42,847.18

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

2YEZM3

GSMC

7th Street Dunlap Self Storage

None

Springing

69,910

41,325.85

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/90_0%/5

MC00212A2

MC-FiveMile

Shadeland Station

None

Springing

Hard

104,906

37,792.63

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

8560

CGMRC

Cedar Creek Apartments

Asbestos & LBP

Springing

254

Units

35,152.58

Actual/360

0.05835%

0.00000%

Lockout/24_Defeasance/92_0%/4

MC001E645

MC-FiveMile

River West Center

ACM

Springing

Hard

105,956

39,634.30

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/31_0%/4

RAIT Funding, LLC

King’s Crossing

None

In Place

Hard

52,423

35,083.91

Actual/360

0.05835%

0.00000%

Lockout/27_Defeasance/89_0%/4

CCRE

Silverado Self Storage

None

Springing

Soft

101,325

33,719.95

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/32_0%/3

MC0020F85

MC-FiveMile

Netcong Industrial

None

In Place

Hard

160,650

36,114.33

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

MC0020D61

MC-FiveMile

Summit Shopping Center

ACM

Springing

Hard

83,566

31,770.71

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

8388

CGMRC

Whitmore Lake

None

Springing

104

Units

36,154.40

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

MC0021A39

MC-FiveMile

Lake Houston Pines

ACM/LBP

Springing

256

Units

26,369.44

Actual/360

0.01335%

0.00000%

Lockout/24_>YM or 1%/83_0%/13

7361

CGMRC

Amsdell FL & GA Self-Storage Portfolio

Various

None

Springing

101,550

24,347.28

Actual/360

0.06335%

0.00000%

Lockout/25_Defeasance/90_0%/5

56.01

8586

CGMRC

Amsdell Jacksonville Self Storage

None

59,300

56.02

8587

CGMRC

Amsdell Acworth

Yes

None

42,250

8417

CGMRC

Shorewood Commons

None

Springing

Soft Springing

44,597

24,709.99

Actual/360

0.01335%

0.00000%

Lockout/26_Defeasance/91_0%/3

CCRE

Black Mountain Marketplace

None

Springing

38,373

22,864.39

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/91_0%/4

8561

CGMRC

Santa Teresa Self Storage

Asbestos

Springing

57,409

16,664.11

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

8305

CGMRC

Pine Lake Manor Apartments

Asbestos

Springing

121

Units

22,112.93

Actual/360

0.01335%

0.00000%

Lockout/25_>YM or 1%/91_0%/4

MC0021121

MC-FiveMile

New Hope Plaza

None

Springing

55,273

21,742.58

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

Tenaya Quail East

None

Springing

Hard

54,101

21,361.77

Actual/360

0.06335%

0.02000%

Lockout/25_Defeasance/92_0%/3

MC00215F8

MC-FiveMile

Countryside Parks/Riverside Estates MHCs

Various

Springing

315

Pads

23,154.13

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

63.01

MC00215F8 - MC00217E9

MC-FiveMile

Countryside Parks MHC

None

241

Pads

63.02

MC00215F8 - MC00217D1

MC-FiveMile

Riverside Estates MHC

ACM

Pads

CCRE

8000 North Federal Highway

Asbestos

Springing

25,441

21,283.56

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/92_0%/3

35, 36

RAIT Funding, LLC

917 Franklin Office Building

Asbestos

Springing

38,720

#VALUE!

Actual/360

0.01335%

0.00000%

Lockout/24_Defeasance/92_0%/4

8456

CGMRC

American Harbor Self Storage

None

Springing

65,975

19,260.75

Actual/360

0.01335%

0.00000%

Lockout/26_Defeasance/90_0%/4

RAIT Funding, LLC

Hampshire Square Shopping Center

None

Springing

59,850

#VALUE!

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

MC0021063

MC-FiveMile

Country Storage

ACM/LBP

Springing

29,280

17,052.50

Actual/360

0.01335%

0.00000%

Lockout/25_Defeasance/91_0%/4

CCRE

Fairway Square Apartments

Asbestos

Springing

Soft

120

Units

15,415.16

Actual/360

0.01335%

0.02000%

Lockout/25_Defeasance/91_0%/4

RAIT Funding, LLC

Shoppes at Hunters Creek

None

Springing

11,700

#VALUE!

Actual/360

0.10835%

0.00000%

Lockout/26_Defeasance/90_0%/4

(1)	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.
(2)	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.
(3)	The open period is inclusive of the Maturity Date.
(4)	The Mortgage Loan Rate for the Newcastle Senior Housing Portfolio Mortgage Loan is 4.0000% from the origination date through January 5, 2019. From and after January 6, 2019, the Newcastle Senior Housing Portfolio Mortgage Loan Rate will be 4.9900%. The Underwritten NCF DSCR is calculated based on the 4.99000% Mortgage Loan Rate. The Underwritten NCF DSCR calculated based on the initial coupon rate of 4.0000% is 1.80x. See Annex G-1 in the Prospectus Supplement for the related amortization schedule.
(5)	The Cash Management Triggers’ DSCR is 1.07x during the period of December 1, 2014 and November 30, 2015 only. Otherwise, the trigger is 1.15x for any other period during the term, including prior to December 1, 2014.
(6)	Borrower is required to make Ongoing Replacement Reserve deposits of $3,516 upon the balance in the account being below $200,000, subject to a cap of $500,000
(7)	Borrower is required to make monthly deposits of $22,000 into the TI/LC reserve upon the balance being below $1,000,000, subject to a cap of $2,000,000
(8)	The borrower is required to make Ongoing TI/LC Reserve payments of $10,520 capped at $250,000. At closing, the borrower deposited $250,000 into the TI/LC Reserve.
(9)	After the first earnout advance, the monthly payment will increase to $40,000 and after the second earnout advance the monthly payment will increase to $50,000.
(10)	On the First Payment Date, borrower shall deposit with Lender the amount of $60,417 into the MLER reserve fund.
(11)	Ongoing TI/LC escrow is $12,500, capped at $600,000. In addition, a cash flow sweep shall commence at earlier of 1) two years prior to Merck and RBC Bank lease expiration or 2) such tenant giving notice to vacate. TI/LC reserve shall be capped at $1,300,000. If Merck and RBC Bank renew, or 90% of such space in aggregate is relet on terms and conditions acceptable tenant to lender, the TI/LC cap shall be reduced to $500,000. The cash flow sweep shall occur again in the same manner as described above if renewal or acceptable replacement of tenant does not result in a lease term beyond 2024.
(12)	To effectuate a DSCR Cash Trap Cure Event, Borrower may deposit with Lender an original letter of credit of $600,000
(13)	The ongoing monthly TI/LC payment will increase to $18,240 beginning with the April 2018 payment so long as the reserve is less than the $500,000 cap
(14)	Ongoing Real Estate Tax Reserve payments are conditionally waived so long as, amongst other things: (i) no event of default has occurred, (ii) ZirMed remains fully responsible under the ZirMed lease for the payment of taxes and ZirMed is, in fact, making such payments prior to the delinquency date thereof and (iii) borrower delivers to lender evidence in form and substance acceptable to lender that such taxes have been paid.
(15)	Ongoing Insurance Reserve payments are conditionally waived so long as, amongst other things: (i) no event of default has occurred, (ii) ZirMed is required to maintain (and is actually maintaining) an insurance policy acceptable to lender that fulfills the requirements under this loan agreement, (iii) borrower delivers to lender evidence in form and substance acceptable to lender that insurance premiums relating to the mortgage property have been paid and (iv) borrower delivers to lender copies of the insurance policies relating to Zirmed Towers as described in the loan documents.
(16)	Ongoing TI/LC Reserve payments are required only to the extent that the rollover reserve fund is less than $500,000, so long as (i) no event of default has occurred and is continuing and (ii) the physical and economic occupancy is at least 90%.
(17)	The Ongoing Replacement Reserves consists of $11,163, $5,694 related to the Concord, NC property and $5,468 related to Statesville, NC. The monthly FF&E amounts may be adjusted by lender from time to time based on the financial statements at the properties.
(18)	The Upfront Replacement Reserve consists of $573,000, $469,000 related to the Concord, NC property and $104,000 related to Statesville, NC.
(19)	The Lenox Village Mortgaged Property is comprised of 33 multifamily units (31,649 SF) and 32,222 SF of retail space. As of February 1, 2014, the retail portions was 89.2% occupied and as of February 6, 2014, the multifamily portion was 100.0% occupied
(20)	The Ongoing TI/LC reserve payment of $4,681 begins on 61st payment date.
(21)	Ongoing TI/LC Reserve will increase to $60,000 and the TI/LC Reserve will not be subject to any cap if Denver Post’s EBITDAR to rent plus debt payment ratio falls below 1.25x prior to May 6, 2019.
(22)	Ongoing Replacement Reserve is (i) $14,172 from the Due Date in May 2014 through the Due Date in April 2015 and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the property for the previous twelve month period as determined on the anniversary of the last day of March annually.
(23)	Borrower is not required to pay the Ongoing RE Tax payment provided, amongst other things, borrower shall have provided lender with a Letter of Credit in an amount equal to $378,621. At closing $105,333 to be held by First Nationwide until receipt of final Letter of Credit.
(24)	The TI/LC reserve monthly deposit will increase to $6,158 from the 13th to the 24th payment date, and increase again to $10,263 thereafter
(25)	Ongoing Replacement Reserve is (i) $11,677 from the Due Date in May 2014 through the Due Date in April 2015 and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the property for the previous twelve month period as determined on the anniversary of the last day of March annually.
(26)	Ongoing Replacement Reserve is (i) $11,783 from the Due Date in May 2014 through the Due Date in April 2015 and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the property for the previous twelve month period as determined on the anniversary of the last day of March annually.
(27)	Borrower is required to make monthly deposits of $15,000 into the TI/LC reserve upon the balance being below $200,000, subject to a cap of $350,000
(28)	Ongoing Replacement Reserve is (i) $11,352 from the Due Date in May 2014 through the Due Date in April 2015 and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the property for the previous twelve month period as determined on the anniversary of the last day of March annually.
(29)	In addition to the $660,000 cap, the borrower must meet the following conditions in order to suspend monthly payments into the rollover reserve account (i) Best Buy has signed an acceptable lease extension and (ii) at least 90% of the total floor area is occupied.
(30)	Ongoing Replacement Reserve payments in the amount of $1,375 will commence if the Other Reserve Balance (Roof Repair Reserve) falls below $33,006 and any balance in the Other Reserve will be treated as being held in the Replacement Reserve for purposes of the Replacement Reserve Cap.
(31)	The Collegiate Mortgaged Property is comprised of 28 student housing units, amounting to 98 beds, and 2 commercial units on the ground floor. Occupancy is based on the 98 beds.
(32)	The Ongoing Other Reserve (Supplemental Tax 2014 Reserve - $6,708) will only be collected until January 6, 2015
(33)	If the TI/LC Reserve balance falls below $193,413 the borrower is required to fund an Ongoing TI/LC Reserve in the amount of $5,153. If the Second Largest Tenant (Hancock Fabrics) does not renew its lease the borrower is required to fund an Ongoing TI/LC Reserve in the amount of $5,153 and the TI/LC Reserve will be not be subject to any cap until the space is re-leased.
(34)	In addition to the $175,000 cap, the borrower must meet the following conditions in order to suspend monthly payments into the rollover reserve account(i) the DSCR is equal to or greater than 1.35x at the end of the immediately preceding calendar quarter, (iii) at least 80% of the total floor area of the improvements is occupied and (iv) the Debt Yield is equal to or greater than 9.50%.
(35)	The borrower is required to fund an Ongoing Replacement Reserve in the amount of $1,161.60 per month, up to a cap of $52,272, provided that no event of default exists. However, if at any time during the loan term the reserve balance is less than $17,424 or an event of default has occurred, the borrower is required to resume making the monthly escrows.
(36)	The borrower is required to fund an Ongoing TI/LC Reserve in the amount of $3,333.33 per month, up to a cap of $160,000, provided that no event of default exists. However, if at any time during the loan term the reserve balance is less than $80,000 or an event of default has occurred, the borrower is required to resume making the monthly escrows.

EXHIBIT Q

[RESERVED]

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: Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and U.S. 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

1 This 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.

R-1

Serviced Loans. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

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 the course of action to be taken 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].

R-2

IV. Qualifications Related to the Work Product Undertaken and Opinions Related to this Report

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:

R-3

EXHIBIT S

SUBSERVICING AGREEMENTS

Mortgage Loan	Sub-Servicer Name
The Pines of Cloverlane	Berkadia Commercial Mortgage LLC
Cedar Creek Apartments	Bernard Financial Corporation
Hilton Garden Inn Rock Hill	Grandbridge Real Estate Capital LLC
Hilton Garden Inn Harris	Grandbridge Real Estate Capital LLC
Hampton Inn Speedway	Grandbridge Real Estate Capital LLC
Hilton Garden Inn Pineville	Grandbridge Real Estate Capital LLC
ZirMed Towers	Grandbridge Real Estate Capital LLC
King’s Crossing	NorthMarq Capital, LLC
Shoppes at Hunters Creek	NorthMarq Capital, LLC
Amsdell FL & GA Self-Storage Portfolio	RiverCore Servicing, LLC
U-Haul Storage Portfolio 2	CCRE Servicing, LLC
201 Fourth Avenue North	CCRE Servicing, LLC
Regional One Medical	CCRE Servicing, LLC
Independence Realty Portfolio	CCRE Servicing, LLC
24 Hour Fitness	CCRE Servicing, LLC
332 Pine Street	CCRE Servicing, LLC
Comfort Inn Portfolio	CCRE Servicing, LLC
Newcastle North	CCRE Servicing, LLC
Bay Pointe Shopping Center	CCRE Servicing, LLC
University Marketplace	CCRE Servicing, LLC
Branford Business Center	CCRE Servicing, LLC
Telegraph Market Place	CCRE Servicing, LLC
Silverado Self Storage	CCRE Servicing, LLC
Black Mountain Marketplace	CCRE Servicing, LLC
Tenaya Quail East	CCRE Servicing, LLC
8000 North Federal Highway	CCRE Servicing, LLC
Fairway Square Apartments	CCRE Servicing, LLC

S-1

EXHIBIT T

FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION

U.S. Bank National Association,

as Trustee

190 South LaSalle Street, 7th Floor

Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CMBS Management - CGCMT 2014-GC21

U.S. Bank National Association

as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CGCMT 2014-GC21

LNR Partners, LLC,

as Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, FL 33139

Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

Ladies and Gentlemen:

This letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee, on behalf of the holders of Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (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: [________].

T-1

Based upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such capacity.


	Very truly yours,


	[The Operating Advisor]

	By:
		Name:
		Title:

Dated:

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 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure 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 CGCMT 2014-GC21 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 Monthly Statement			Certificate Administrator Depositor Master Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Loans) Special Servicer Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself)
	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 Mortgage Loan Seller as

U-1

	Item on Form 10-D			Party Responsible
				to itself and as to each Regulation AB Item 1110(b) originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor
	Item 3: Sale of Securities and Use of Proceeds			Depositor
	Item 4: Defaults Upon Senior Securities			Certificate Administrator
	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

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 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K 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 the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, 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 CGCMT 2014-GC21 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

V-1

	Item on Form 10-K			Party Responsible
				Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor
	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) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor, (iii) the Depositor as to the enhancement or support provider
	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

V-2

EXHIBIT W

FORM OF ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [ ] AND VIA EMAIL TO [CMBSTRANSACTIONS@USBANK.COM] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

U.S. Bank National Association

as Certificate Administrator

190 South LaSalle Street, 7th floor, Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CGCMT 2014-GC21

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator and trustee, 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: [ ].

W-1


	[NAME OF PARTY],
		as [role]

	By:
		Name:
		Title:

W-2

EXHIBIT X

FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

CERTIFICATIONS

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 Citigroup Commercial Mortgage Trust 2014-GC21 (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 servicing agreement(s) 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]

Date:


[Signature]
[Title]

X-1

EXHIBIT Y-1

FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR

Re:

Citigroup Commercial Mortgage Trust 2014-GC21 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator (the “Certificate Administrator”) and trustee

I, [identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities Inc. 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 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.

Y-1-1

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]

Y-1-2

EXHIBIT Y-2

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER

Re:

Citigroup Commercial Mortgage Trust 2014-GC21 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator (the “Certificate Administrator”) and trustee

I, [identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. 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 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 10.08 of the Pooling and Servicing Agreement with respect to the Master Servicer, and

Y-2-1

except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08 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 10.09 and Section 10.10 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]

Y-2-2

EXHIBIT Y-3

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER

Re:

Citigroup Commercial Mortgage Trust 2014-GC21 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator (the “Certificate Administrator”) and trustee

I, [identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. 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 an employee 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 10.08 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 10.08 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

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

Y-3-1

criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


Date:

[ ]

By:
[Name]
[Title]

Y-3-2

EXHIBIT Y-4

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR

Re:

Citigroup Commercial Mortgage Trust 2014-GC21 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), and U.S. Bank National Association, as certificate administrator (the “Certificate Administrator”) and trustee

I, [identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc. 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 10.06 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 am, or an officer under my supervision is, 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

Y-4-1

Section 10.10 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:

[ ]

By:
[Name]
[Title]

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 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such 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 CGCMT 2014-GC21 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 and the Trustee (in the case of the Master 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 Special Servicer
	Item 1.02- Termination of a Material Definitive Agreement			Master Servicer and the Trustee (in the case of the Master 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)

Z-1

	Item on Form 8-K			Party Responsible
				Depositor Special Servicer
	Item 1.03- Bankruptcy or Receivership			Depositor Each Mortgage Loan Seller as to itself Each other party to the Pooling and Servicing Agreement (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

Z-2

EXHIBIT AA-1

FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

LIMITED POWER OF ATTORNEY

U.S. Bank National Association, a national banking association organized and existing under the laws of the United States and having an office at 190 S. La Salle Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints Wells Fargo Bank, National Association (“Master Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the [Board of Directors] of Master 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) 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 May 1, 2014 (the “Agreement”) by and among Citigroup Commercial Mortgage Securities Inc. as Depositor, Wells Fargo Bank, National Association, as the Master Servicer, LNR Partners, LLC, as the Special Servicer (“Special Servicer”), Park Bridge Lender Services LLC, as the Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee, on behalf of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass Through Certificates, Series 2014-GC21, and no power is granted hereunder to take any action that would be adverse to the interests of U.S. Bank National Association.

This Limited Power of Attorney is being issued in connection with Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee. These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the 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 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 Servicer has an

AA-1-1

obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.

3. Transact business of any kind regarding the Loans.

4. Obtain an interest therein and/or building 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 and/or the Property, 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 and other instruments pertaining to mortgages or deeds of trust, and execution of deeds and associated instruments, if any, conveying the Property, 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 Loans.

7. Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s duties and responsibilities under the Agreement.

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 Servicer hereby agrees to indemnify and hold U.S. 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 reason or result of the misuse of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of U.S. Bank National Association, as Trustee under the Agreement.

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This Limited Power of Attorney is effective as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by the Trustee, or (b) the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation or removal of the Master Servicer as servicer of the trust.

Witness my hand and seal this day of , 2014.


NO CORPORATE SEAL		U.S. Bank National Association, as Trustee, for Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 Trust

		By:
			, Vice President
Witness:

		By:
			, Vice President
Witness:


Attest:	, Trust Officer

CORPORATE ACKNOWLEDGMENT

State of Illinois

County of Cook

On this day of , 2014, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer, respectively of U.S. Bank National Association, a national banking association, and acknowledged to me that such national banking association executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.

WITNESS my hand and official seal.

Signature:

AA-1-3

My commission expires:	Document drafted by
	U.S. Bank National Association, as Trustee

AA-1-4

EXHIBIT AA-2

FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

LIMITED POWER OF ATTORNEY

U.S. Bank National Association, a national banking association organized and existing under the laws of the United States and having an office at 190 S. La Salle Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints LNR Partners, LLC (“Special Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the [Board of Directors] of 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 (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 May 1, 2014 (the “Agreement”) by and among Citigroup Commercial Mortgage Securities Inc. as Depositor, Wells Fargo Bank, National Association, as the Master Servicer (“Master Servicer”), LNR Partners, LLC, as the Special Servicer (“Special Servicer”), Park Bridge Lender Services LLC, as the Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee, on behalf of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-GC21, and no power is granted hereunder to take any action that would be adverse to the interests of U.S. Bank National Association.

This Limited Power of Attorney is being issued in connection with Special Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee. These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

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 Special Servicer has an

AA-2-1

obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.

3. Transact business of any kind regarding the Loans.

7. 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 Special Servicer’s duties and responsibilities under the Agreement.

9. 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. 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”).

11. 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

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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 Special Servicer hereby agrees to indemnify and hold U.S. 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 reason or result of the misuse of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of U.S. Bank National Association, as Trustee under the Agreement.

Witness my hand and seal this day of , 2014.


NO CORPORATE SEAL		U.S. Bank National Association, as Trustee, for Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

		By:

Witness:			, Vice President
		By:
Witness:
			, Vice President

Attest:	, Trust Officer

AA-2-3

CORPORATE ACKNOWLEDGMENT

State of Illinois

County of Cook

WITNESS my hand and official seal.

Signature:

My commission expires:	Document drafted by
	U.S. Bank National Association, as Trustee

AA-2-4

EXHIBIT BB

CLASS A-AB SCHEDULED PRINCIPAL BALANCE

Distribution Date	Balance		Distribution Date	Balance
6/10/2014		$71,630,000.00	3/10/2019		$71,630,000.00
7/10/2014		$71,630,000.00	4/10/2019		$71,630,000.00
8/10/2014		$71,630,000.00	5/10/2019		$71,629,916.09
9/10/2014		$71,630,000.00	6/10/2019		$70,488,827.80
10/10/2014		$71,630,000.00	7/10/2019		$69,241,867.20
11/10/2014		$71,630,000.00	8/10/2019		$68,090,724.22
12/10/2014		$71,630,000.00	9/10/2019		$66,934,736.73
1/10/2015		$71,630,000.00	10/10/2019		$65,673,296.38
2/10/2015		$71,630,000.00	11/10/2019		$64,507,129.53
3/10/2015		$71,630,000.00	12/10/2019		$63,235,796.39
4/10/2015		$71,630,000.00	1/10/2020		$62,059,364.99
5/10/2015		$71,630,000.00	2/10/2020		$60,877,981.78
6/10/2015		$71,630,000.00	3/10/2020		$59,492,095.51
7/10/2015		$71,630,000.00	4/10/2020		$58,299,895.31
8/10/2015		$71,630,000.00	5/10/2020		$57,003,261.63
9/10/2015		$71,630,000.00	6/10/2020		$55,800,578.97
10/10/2015		$71,630,000.00	7/10/2020		$54,493,757.92
11/10/2015		$71,630,000.00	8/10/2020		$53,280,505.05
12/10/2015		$71,630,000.00	9/10/2020		$52,062,144.03
1/10/2016		$71,630,000.00	10/10/2020		$50,740,085.97
2/10/2016		$71,630,000.00	11/10/2020		$49,511,023.52
3/10/2016		$71,630,000.00	12/10/2020		$48,178,565.26
4/10/2016		$71,630,000.00	1/10/2021		$46,938,711.78
5/10/2016		$71,630,000.00	2/10/2021		$45,693,637.23
6/10/2016		$71,630,000.00	3/10/2021		$44,086,650.20
7/10/2016		$71,630,000.00	4/10/2021		$42,846,311.46
8/10/2016		$71,630,000.00	5/10/2021		$41,504,817.29
9/10/2016		$71,630,000.00	6/10/2021		$40,253,608.29
10/10/2016		$71,630,000.00	7/10/2021		$38,901,549.87
11/10/2016		$71,630,000.00	8/10/2021		$37,639,379.65
12/10/2016		$71,630,000.00	9/10/2021		$36,371,897.00
1/10/2017		$71,630,000.00	10/10/2021		$35,004,023.06
2/10/2017		$71,630,000.00	11/10/2021		$33,725,443.02
3/10/2017		$71,630,000.00	12/10/2021		$32,346,784.10
4/10/2017		$71,630,000.00	1/10/2022		$31,057,013.78
5/10/2017		$71,630,000.00	2/10/2022		$29,761,813.88
6/10/2017		$71,630,000.00	3/10/2022		$28,178,686.12
7/10/2017		$71,630,000.00	4/10/2022		$26,871,354.84
8/10/2017		$71,630,000.00	5/10/2022		$25,464,754.00
9/10/2017		$71,630,000.00	6/10/2022		$24,145,991.74
10/10/2017		$71,630,000.00	7/10/2022		$22,728,281.70
11/10/2017		$71,630,000.00	8/10/2022		$21,397,992.77
12/10/2017		$71,630,000.00	9/10/2022		$20,062,102.24
1/10/2018		$71,630,000.00	10/10/2022		$18,627,746.10
2/10/2018		$71,630,000.00	11/10/2022		$17,280,185.53
3/10/2018		$71,630,000.00	12/10/2022		$15,834,487.84
4/10/2018		$71,630,000.00	1/10/2023		$14,475,159.51
5/10/2018		$71,630,000.00	2/10/2023		$13,110,106.30
6/10/2018		$71,630,000.00	3/10/2023		$11,463,617.32
7/10/2018		$71,630,000.00	4/10/2023		$10,085,867.09
8/10/2018		$71,630,000.00	5/10/2023		$ 8,610,829.51
9/10/2018		$71,630,000.00	6/10/2023		$ 7,221,058.70
10/10/2018		$71,630,000.00	7/10/2023		$ 5,734,338.90
11/10/2018		$71,630,000.00	8/10/2023		$ 4,332,446.85
12/10/2018		$71,630,000.00	9/10/2023		$ 2,924,649.12
1/10/2019		$71,630,000.00	10/10/2023		$ 1,420,409.84
2/10/2019		$71,630,000.00	11/10/2023		$339.91
			12/10/2023		$0.00

BB-1

EXHIBIT CC-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street

New York, New York 10013

Attention: Paul Vanderslice

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

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 (as defined below) established under the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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.

CC-1-1

	Very truly yours,

	By:
		Name:
		Title:

CC-1-2

EXHIBIT CC-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street

New York, New York 10013

Attention: Paul Vanderslice

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CGCMT 2014-GC21 Asset Manager

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

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 May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee. 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

CC-2-1

substantially in the form attached as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Wells Fargo Bank, National Association and the Depositor has 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

CC-2-2

violation of any provision of the Securities Act or would require registration of the Excess 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 Person’s 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:

CC-2-3

EXHIBIT DD

FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF
MORTGAGE LOAN

To:	Fitch Ratings, Inc.

One State Street Plaza, 31st Floor

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

DBRS Inc.

101 N. Wacker Drive, Suite 100

Chicago, Illinois 60606

Attention: CMBS Surveillance

Facsimile No.: (312) 332-3492

Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 553-0300

From:

Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.

Date:

____________, 20___

Re:

Citigroup Commercial Mortgage Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21 Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________ [Include the following if there is pari passu or AB debt: as evidenced by that certain Promissory Note A-1 in the amount of $____________, which Promissory Note [A-1][A] is owned by the Trust, and Promissory Note [A-2][B] in the amount of $_____________, which Promissory Note [A-2][B] is owned by ________________.

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

DD-1

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.

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 Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject Mortgage Loan or the defeasance transaction:

1. The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**

____ a full defeasance of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or

____ a partial defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the Subject Mortgage Loan ($____________).

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-1][A] and [A-2][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 Subject 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].

DD-2

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;

The master 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 master 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 Subject 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 Certificate Administrator’s Distribution Date Statement received by 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

DD-3

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 Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled 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 Monthly Payments including the payment in full of the Subject 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 Monthly 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 Subject 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 either Trust REMIC to fail to qualify as a REMIC for purpose of the 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 Subject 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. At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a

DD-4

Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.

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.

IN WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.

	[MASTER SERVICER]

	By:
		Name:
		Title:

DD-5

EXHIBIT A

Exceptions

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].

DD-7

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].

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].

DD-8

EXHIBIT EE

FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE CERTIFICATES

[Date]

[Certificateholder Letterhead]

U.S. Bank National Association,

as Certificate Registrar

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services, CGCMT 2014-GC21

U.S. Bank National Association,

as Certificate Administrator:

190 South LaSalle Street, 7th floor

Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: CGCMT 2014-GC21

Re:

Citigroup Commercial Mortgage Securities Trust 2014-GC21, Commercial Mortgage Pass-Through Certificates, Series 2014-GC21

Ladies and Gentlemen:

Pursuant to the terms of the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee, 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. We confirm that no such exchange will be effected until we pay a fee to the Certificate Administrator

EE-1

in an amount equal to $5,000 (together with any other expenses related to such exchange (including fees charged by the Depository, if applicable)).

[[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.

Sincerely,

[_____________]

By:
	Name:
	Title:

[Medallion Stamp Guarantee]

EE-2

Schedule I

EE-3

EXHIBIT FF-1

FORM OF NOTICE REGARDING OUTSIDE

SERVICED TRUST LOAN

[Date]

[Outside Trustee] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Outside Certificate Administrator] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Outside Master Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Outside Special Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Outside Operating Advisor] [Address Line 1] [Address Line 2] Attn: [Contact Person]

Re:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass Through Certificates, Series 2014-GC20

Ladies and Gentlemen:

Reference is hereby made to the Pooling and Servicing Agreement, dated as of April 1, 2014 (the “GS PSA”), by and among GS Mortgage Securities Corporation II, as Depositor, KeyBank National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Trimont Real Estate Advisors, Inc., as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the GS PSA.

The undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “GC21 PSA”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “GC21 Master Servicer”), LNR Partners, LLC, as special servicer (the “GC21 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator (the “GC21 Certificate Administrator”) and trustee (the “GC21 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2014-GC21 (the “GC21 Trust”) was established and the Greene Town Center Companion Loan evidenced by promissory note A-2 was transferred to the GC21 Trust as of May 22, 2014 (the “Closing Date”).

FF-1-1

The undersigned hereby notifies you that, as of the Closing Date:

1. U.S. Bank National Association, as trustee under the GC21 PSA, is the holder of the Greene Town Center Companion Loan. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GC21 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the GC21 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Greene Town Center Companion Loan Holder under the GS PSA and the the Greene Town Center Co-Lender Agreement. The wire instructions for Wells Fargo Bank, National Association, as master servicer under the GC21 PSA is as follows:

Bank: Wells Fargo Bank, N.A.

Account Name: REAM as Trustee for Various Investors – Incoming Wires

ABA: 121000248

Account #: 5077594011216

Reference: Wells Fargo CMS Loan Number]

3. The contact information for the GC21 Trustee, the GC21 Certificate Administrator, the GC21 Master Servicer and the GC21 Special Servicer with respect to the Greene Town Center Companion Loan is as follows:

GC21 Trustee:		U.S. Bank National Association 190 South LaSalle Street, 7th floor Mail Code MK-IL-SL7C Chicago, Illinois 60603 Attention: CMBS Management - CGCMT 2014-GC21 fax number: (866) 807-8670
GC21 Certificate Administrator:		U.S. Bank National Association, 190 South LaSalle Street, 7th floor Mail Code MK-IL-SL7C Chicago, Illinois 60603 Attention: CGCMT 2014-GC21
GC21 Master Servicer:		Wells Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 550 South Tryon Street, 14th Floor Charlotte, North Carolina 28202 Attention: CGCMT 2014-GC21 Asset Manager fax number: (704) 715-0036
GC21 Special Servicer:		LNR Partners, LLC, as Special Servicer

FF-1-2

1601 Washington Avenue, Suite 700

Miami Beach, FL 33139

Attention: Thomas F. Nealon III, Esq., Steven A.
Rivers, Esq. and Job Warshaw

fax number: (305) 695-5601

4. Enclosed herewith is a copy of an executed version of the GC21 PSA.

	Very truly yours,

	By:
		Name:
		Title

FF-1-3

EXHIBIT FF-2

FORM OF NOTICE REGARDING OUTSIDE

SERVICED TRUST LOAN

[Date]

[Outside Trustee] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Outside Certificate Administrator] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Outside Master Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Outside Special Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Outside Operating Advisor] [Address Line 1] [Address Line 2] Attn: [Contact Person]

Re:

Citigroup Commercial Mortgage Securities Trust 2014-GC19, Commercial Mortgage Pass Through Certificates, Series 2014-GC19

Ladies and Gentlemen:

Reference is hereby made to the Pooling and Servicing Agreement, dated as of March 1, 2014 (the “GC19 PSA”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, U.S. Bank National Association, as Certificate Administrator and Trustee, and Situs Holdings, LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the GC19 PSA.

The undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of May 1, 2014 (the “GC21 PSA”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “GC21 Master Servicer”), LNR Partners, LLC, as special servicer (the “GC21 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, and U.S. Bank National Association, as certificate administrator (the “GC21 Certificate Administrator”) and trustee (the “GC21 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2014-GC21 (the “GC21 Trust”) was established and the Newcastle Companion Loan evidenced by promissory note A-3 was transferred to the GC21 Trust as of May 22, 2014 (the “Closing Date”).

FF-2-1

The undersigned hereby notifies you that, as of the Closing Date:

1. U.S. Bank National Association, as trustee under the GC21 PSA, is the holder of the Newcastle Companion Loan evidenced by promissory note A-3. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GC21 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the GC21 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Newcastle Companion Loan evidenced by promissory note A-3 under the GC21 PSA and the Newcastle Co-Lender Agreement. The wire instructions for Wells Fargo Bank, National Association, as master servicer under the GC21 PSA is as follows:

Bank: Wells Fargo Bank, N.A.

Account Name: REAM as Trustee for Various Investors – Incoming Wires

ABA: 121000248

Account #: 5077594011216

Reference: Wells Fargo CMS Loan Number

3. The contact information for the GC21 Trustee, the GC21 Certificate Administrator, the GC21 Master Servicer and the GC21 Special Servicer with respect to the Newcastle Companion Loan is as follows:

GC21 Trustee:		U.S. Bank National Association 190 South LaSalle Street, 7th floor Mail Code MK-IL-SL7C Chicago, Illinois 60603 Attention: CMBS Management - CGCMT 2014-GC21 fax number: (866) 807-8670
GC21 Certificate Administrator:		U.S. Bank National Association, 190 South LaSalle Street, 7th floor Mail Code MK-IL-SL7C Chicago, Illinois 60603 Attention: CGCMT 2014-GC21
GC21 Master Servicer:		Wells Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 550 South Tryon Street, 14th Floor Charlotte, North Carolina 28202 Attention: CGCMT 2014-GC21 Asset Manager fax number: (704) 715-0036

FF-2-2

GC21 Special Servicer:

LNR Partners, LLC,
as Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, FL 33139

Attention: Thomas F. Nealon III, Esq., Steven A.
Rivers, Esq. and Job Warshaw

fax number: (305) 695-5601

4. Enclosed herewith is a copy of an executed version of the GC21 PSA.

	Very truly yours,

	By:
		Name:
		Title

FF-2-3

EXHIBIT GG

SPECIFIED SERVICED MORTGAGE LOANS

The Mortgage Loans secured by the Mortgaged Properties identified in the Mortgage Loan Schedule as:

1. Alista Apartments;

2. Biltmore Village; and

3. TalbotTown Center & 32 North Washington Street; and

4. Regional One Medical;

provided that, with respect to the Mortgage Loan secured by the Mortgaged Property identified as Regional One Medical on the Mortgage Loan Schedule, (1) such Mortgage Loan shall only constitute a Specified Serviced Mortgage Loan if the balance remaining in the related renovation reserve account falls below $2,000,000, and (2) at such time as the balance remaining in the related renovation reserve account falls below $2,000,000, (x) the Master Servicer shall be required to notify the Special Servicer of, and consult with the Special Servicer with respect to, any requests for disbursements from such renovation reserve account, and (y) the Master Servicer, and not the Special Servicer, shall control and process any requests for disbursement from such renovation reserve account;

GG-1

STATE OF GEORGIA		)
		) ss:
COUNTY OF FULTON		)

On this 7th day of April, 2014, before me, the undersigned, a Notary Public in and for the State of Georgia, duly commissioned and sworn, personally appeared J. Gregory Winchester, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is an authorized signatory of Trimont Real Estate Advisors, Inc., described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said corporation and on behalf of such corporation.

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

	/s/ Evanthe Faye Papastathis
	Evanthe Faye Papastathis NOTARY PUBLIC
EVANTHE FAYE PAPASTATHIS NOTARY EXPIRES GEORGIA JAN. 25, 2015 PUBLIC FULTON COUNTY

My Commission expires: January 25, 2015

[NOTARIAL SEAL]

STATE OF NEW YORK		)
		) ss:
COUNTY OF NEW YORK		)

On this 9th day of April, 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, NA, a national banking association, described in and that executed the foregoing instrument on behalf of such association.

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:

EXHIBIT A-1

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-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 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.

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

2 Global Certificate legend.

A-1-1

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-1

Pass-Through Rate: 1.343%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $62,817,000		Scheduled Final Distribution Date: the Distribution Date in February 2019

CUSIP: 36252W AT5		Initial Certificate Principal Amount of this Certificate: $[ ]
ISIN: US36252WAT53
Common Code: 105545266

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 H and Class R 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 April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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.

A-1-2

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-1-3

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, 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 Serviced Companion Loan Holder;

(ii)

(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 Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(iv)

A-1-4

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 Serviced 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)

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)

(viii)

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

(i)

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

(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 Serviced Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced 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)

(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 Serviced 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 (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing Agreement) 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

A-1-6

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).

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.

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.

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:

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

		Title

		Taxpayer Identification Number

A-1-10

EXHIBIT A-2

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-2

Pass-Through Rate: 3.002%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $41,454,000		Scheduled Final Distribution Date: the Distribution Date in April 2019

CUSIP: 36252W AU2		Initial Certificate Principal Amount of this Certificate: $[__________]
ISIN: US36252WAU27
Common Code: 105545274

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-2-3

(i)

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

(ii)

(iii)

(iv)

A-2-4

(v)

(vi)

(vii)

(viii)

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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-3

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-3

Pass-Through Rate: 3.680%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $176,814,000		Scheduled Final Distribution Date: the Distribution Date in March 2021

CUSIP: 36252W AV0		Initial Certificate Principal Amount of this Certificate: $[__________]
ISIN: US36252WAV00
Common Code: 105545282

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-3-3

(i)

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

(ii)

(iii)

(iv)

A-3-4

(v)

(vi)

(vii)

(viii)

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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-4

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-4

Pass-Through Rate: 3.721%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $185,000,000		Scheduled Final Distribution Date: the Distribution Date in January 2024

CUSIP: 36252W AW8		Initial Certificate Principal Amount of this Certificate: $[__________]
ISIN: US36252WAW82
Common Code: 105545304

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-4-3

(i)

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

(ii)

(iii)

(iv)

A-4-4

(v)

(vi)

(vii)

(viii)

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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-5

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-5

Pass-Through Rate: 3.998%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $272,417,000		Scheduled Final Distribution Date: the Distribution Date in March 2024

CUSIP: 36252W AX6		Initial Certificate Principal Amount of this Certificate: $[__________]
ISIN: US36252WAX65
Common Code: 105545312

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-5-3

(i)

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

(ii)

(iii)

(iv)

A-5-4

(v)

(vi)

(vii)

(viii)

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-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

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.

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.

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:


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

		Title

		Taxpayer Identification Number

A-5-10

EXHIBIT A-6

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS A-AB

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-AB

Pass-Through Rate: 3.655%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $88,897,000		Scheduled Final Distribution Date: the Distribution Date in December 2023

CUSIP: 36252W AY4		Initial Certificate Principal Amount of this Certificate: $[__________]
ISIN: US36252WAY49
Common Code: 105545339

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-6-3

(i)

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

(ii)

(iii)

(iv)

A-6-4

(v)

(vi)

(vii)

(viii)

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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS X-A

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS X-A

Pass-Through Rate: Variable IO1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $899,797,000		Scheduled Final Distribution Date: the Distribution Date in March 2024

CUSIP: 36252W AZ1		Initial Notional Amount of this Certificate: $[__________]
ISIN: US36252WAZ14
Common Code: 105545410

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 H and Class R 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 1.231%.

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-7-3

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, 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 Serviced Companion Loan Holder;

(ii)

(iii)

(iv)

A-7-4

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 Serviced 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)

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-7-5

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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS X-B


Pass-Through Rate: Variable IO1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $78,307,000		Scheduled Final Distribution Date: the Distribution Date in March 2024

CUSIP: 36252W BA5		Initial Notional Amount of this Certificate: $[__________]
ISIN: US36252WBA53

Common Code: 105545428

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 H and Class R 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 0.337%.

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-8-3

(i)

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

(ii)

(iii)

(iv)

A-8-4

(v)

(vi)

(vii)

(viii)

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-8-5

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-8-6

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.

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.

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:

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-8-10

EXHIBIT A-9

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, CLASS X-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 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.

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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-9-2

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS X-C


Pass-Through Rate: 0.500%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $29,550,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AA61 U04043 AA02 36252W AB43		Initial Notional Amount of this Certificate: $[__________]
ISIN: US36252WAA624 USU04043AA025 US36252WAB466

Common Code: 105545444

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, Class X-B, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H 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-9-3

Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

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 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, 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 Serviced 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 Serviced 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

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.

(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

in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing Agreement) 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).

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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, CLASS G AND CLASS H 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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-10-2

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS X-D


Pass-Through Rate: Variable IO1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $65,010,362		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AC22 U04043 AB83 36252W AD04		Initial Notional Amount of this Certificate: $[__________]
ISIN: US36252WAC295 USU04043AB846 US36252WAD027

Common Code: 105545452

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 1.192%.

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-10-4

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-10-5

(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 Serviced 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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS A-S

Pass-Through Rate: 4.258%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $72,398,000. 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 March 2024

CUSIP: 36252W BB3		Initial Certificate Principal Amount of this Certificate: $[__________] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US36252WBB37

Common Code: 105545347

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 H and Class R 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

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-11-3

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 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, 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.

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 Serviced Companion Loan Holder;

(ii)

A-11-4

(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 Serviced 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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS B

Pass-Through Rate: The lesser of 4.529% per annum and the WAC Rate

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $78,307,000. 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 March 2024

CUSIP: 36252W BC1		Initial Certificate Principal Amount of this Certificate: $[__________] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US36252WBC10

Common Code: 105545355

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 H and Class R 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”).

A-12-2

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-12-3

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-12-4

(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 Serviced 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-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

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.

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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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.

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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, 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: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $200,940,000. 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 March 2024

CUSIP: 36252W BD9		Initial Certificate Principal Amount of this Certificate: $[__________] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US36252WBD92

Common Code: 105545363

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 H and Class R 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

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-13-3

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 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, 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.

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.

(i)

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

A-13-4

(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 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 Serviced 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)

A-13-5

(vii)

(viii)

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.

(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)

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

A-13-6

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.

A-13-7

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.

A-13-8

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-13-9

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 PEZ Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.

Date: _________________


	Signature by or on behalf of Assignor(s)

	Taxpayer Identification Number

A-13-10

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-13-11

EXHIBIT A-14

GS MORTGAGE SECURITIES TRUST 2014-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2014-GC20, 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-GC20

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2014-GC20, CLASS C

Pass-Through Rate: The WAC Rate1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $50,235,000. 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 March 2024

CUSIP: 36252W BE7		Initial Certificate Principal Amount of this Certificate: $[__________] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN: US36252WBE75

Common Code: 105545436

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 H and Class R 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 4.866%.

A-14-2

Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

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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 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, 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 Serviced Companion Loan Holder;

(ii)

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(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 Serviced 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)

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(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.

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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.

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.

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:

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-14-10

EXHIBIT A-15

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, 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-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS D


Pass-Through Rate: The WAC Rate1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $59,100,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AE82 U04043 AC63 36252W AF54		Initial Certificate Principal Amount of this Certificate: $[__________]

ISIN: US36252WAE845 USU04043AC676 US36252WAF597

Common Code: 105545479

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 4.866%.

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

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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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-15-4

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.

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 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, 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 Serviced Companion Loan Holder;

A-15-5

(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 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 Serviced 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)

A-15-6

(vii)

(viii)

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.

(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)

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

A-15-7

(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.

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A-15-9

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-15-10

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.

Date: _________________


	Signature by or on behalf of Assignor(s)

	Taxpayer Identification Number

A-15-11

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-15-12

EXHIBIT A-16

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, 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

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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-16-2

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS E


Pass-Through Rate: The WAC Rate minus 0.50%1

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $29,550,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AG32 U04043 AD43 36252W AH14		Initial Certificate Principal Amount of this Certificate: $[__________]

ISIN: US36252WAG335 USU04043AD416 US36252WAH167

Common Code: 105545487

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,

1 The initial approximate Pass-Through Rate as of the Closing date is 4.366%.

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-16-3

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 H and Class R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-16-4

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-16-5

(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 Serviced 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-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

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.

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.

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:

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-16-11

EXHIBIT A-17

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, 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

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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-17-2

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS F


Pass-Through Rate: 3.674%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $16,252,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AJ71 U04043 AE22 36252W AK43		Initial Certificate Principal Amount of this Certificate: $[__________]

ISIN: US36252WAJ714 USU04043AE245 US36252WAK456

Common Code: 105545371

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 H 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 R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-17-4

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-17-5

(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 Serviced 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-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

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.

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.

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:

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-17-11

EXHIBIT A-18

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, 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

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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-18-2

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS G


Pass-Through Rate: 3.674%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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: $11,820,000		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AL21 U04043 AF92 36252W AM03		Initial Certificate Principal Amount of this Certificate: $[__________]

ISIN: US36252WAL284 USU04043AF985 US36252WAM016

Common Code: 105545380

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 H 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 R 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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-18-4

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-18-5

(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 Serviced 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-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

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.

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.

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:

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-18-11

EXHIBIT A-19

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, CLASS H

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-19-1

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) 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

A-19-2

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS H


Pass-Through Rate: 3.674%

First Distribution Date: May 12, 2014		Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2014, the date that would have been its Due Date in April 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 H Certificates: $36,938,362		Scheduled Final Distribution Date: the Distribution Date in April 2024

CUSIP: 36252W AN81 U04043 AG72 36252W AP33		Initial Certificate Principal Amount of this Certificate: $[__________]

ISIN: US36252WAN834 USU04043AG715 US36252WAP326

Common Code: 105545398

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 H 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

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-19-3

Class R Certificates (together with the Class H 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 May 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 H 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 H 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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-19-4

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 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, 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 Serviced Companion Loan Holder;

(ii)

A-19-5

(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 Serviced 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-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

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.

A-19-8

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class H 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 H 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 H 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 H Certificate of the entire Percentage Interest represented by the within Class H Certificates to the above-named Assignee(s) and to deliver such Class H 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:

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-19-11

EXHIBIT A-20

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-GC20, 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.

A-20-1

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-20-2

GS MORTGAGE SECURITIES TRUST 2014-GC20
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2014-GC20, CLASS R


Percentage Interest: [ ]%

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

CUSIP: 36252W AQ11 U04043 AH52 36252W AR93

ISIN: US36252WAQ154 USU04043AH545 US36252WAR976

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 H 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-20-3

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 May 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.

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; provided that with respect to the Distribution Date occurring in May 2014, the Record Date will be the Closing Date. 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.

A-20-4

(i)

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

(ii)

(iii)

(iv)

A-20-5

(v)

(vi)

(vii)

(viii)

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-20-6

(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-20-7

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.

A-20-8

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-20-9

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.

Date: _________________


	Signature by or on behalf of Assignor(s)

	Taxpayer Identification Number

A-20-10

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-20-11

EXHIBIT B

MORTGAGE LOAN SCHEDULE

GC20 Mortgage Loan Schedule

Original

Remaining

Control

Loan

Cut-Off Date

Mortgage

Term To

Number

Footnotes

Number

Property Name

Address

City

State

Zip Code

Balance ($)

Loan Rate (%)

Maturity (Mos.)

Maturity Date

1, 2

2YLNZ1

Newcastle Senior Housing Portfolio

117,488,244

4.99000%

117

1/6/2024

1.01

2YLNZ1-1

Orchid Terrace

4474 Butler Hill Road

St. Louis

Missouri

63128

1.02

2YLNZ1-2

Village Gate of Farmington

88 Scott Swamp Road

Farmington

Connecticut

06032

1.03

2YLNZ1-3

Lodge At Cold Spring

50 Cold Spring Road

Rocky Hill

Connecticut

06067

1.04

2YLNZ1-4

The Manor At Oakridge

4500 Oakhurst Boulevard

Susquehanna Township

Pennsylvania

17110

1.05

2YLNZ1-5

Durham Regent

3007 Pickett Road

Durham

North Carolina

27705

1.06

2YLNZ1-6

Dogwood Estates

2820 Wind River Lane

Denton

Texas

76210

1.07

2YLNZ1-7

Sheldon Oaks

2525 Cal Young Road

Eugene

Oregon

97401

1.08

2YLNZ1-8

Jordan Oaks

10820 Penny Road

Cary

North Carolina

27518

1.09

2YLNZ1-9

Sky Peaks

1520 Sky Valley Drive

Reno

Nevada

89523

1.10

2YLNZ1-10

The Westmont

1675 Scott Boulevard

Santa Clara

California

95050

1.11

2YLNZ1-11

Pinewood Hills

3901 Kirkpatrick Lane

Flower Mound

Texas

75028

1.12

2YLNZ1-14

Hidden Lakes

400 Madrona Avenue Southeast

Salem

Oregon

97302

1.13

2YLNZ1-12

Walnut Woods

35 North Walnut Street

Boyertown

Pennsylvania

19512

1.14

2YLNZ1-13

Oakwood Hills

4316 Oakwood Hills Parkway

Eau Claire

Wisconsin

54701

1.15

2YLNZ1-15

Madison Estates

8645 Fredericksburg Road

San Antonio

Texas

78240

1.16

2YLNZ1-16

Thornton Place

2901 Southwest Armstrong Avenue

Topeka

Kansas

66614

1.17

2YLNZ1-17

Whiterock Court

9215 White Rock Trail

Dallas

Texas

75238

1.18

2YLNZ1-18

The Bentley

3362 Forest Lane

Dallas

Texas

75234

1.19

2YLNZ1-19

Pueblo Regent

100 San Carlos Road

Pueblo

Colorado

81005

1.20

2YLNZ1-20

Vista De La Montana

18510 North Parkview Place

Surprise

Arizona

85374

1.21

2YLNZ1-21

Rock Creek

19295 Northwest Cornell Road

Hillsboro

Oregon

97124

1.22

2YLNZ1-22

Illahee Hills

8308 Colby Parkway

Urbandale

Iowa

50322

1.23

2YLNZ1-23

Palmer Hills

2617 Maplecrest Road

Bettendorf

Iowa

52722

1.24

2YLNZ1-24

Uffelman Estates

215 Uffelman Drive

Clarksville

Tennessee

37043

1.25

2YLNZ1-25

The Regent

440 Northwest Elks Drive

Corvallis

Oregon

97330

1.26

2YLNZ1-26

The Fountains At Hidden Lakes

250‐352 Woodbridge Court Southeast

Salem

Oregon

97302

7626

Greene Town Center

51 Plum Street

Beavercreek

Ohio

45440

90,000,000

5.00000%

116

12/1/2023

MC0020842

Chase Tower

221 West 6th Street

Austin

Texas

78701

82,412,330

5.00000%

3/6/2021

2YQFQ9

Three WestLake Park

550 WestLake Park Boulevard

Houston

Texas

77079

80,000,000

4.64650%

118

2/6/2024

7309

Walgreens Shopping Center Portfolio #1

48,375,000

5.04000%

1/6/2021

5.01

8394

Takoma Park

1329 University Boulevard East

Takoma Park

Maryland

20912

5.02

8381

Vienna

225 Maple Avenue East

Vienna

Virginia

22810

5.03

8395

Pikesville

1510 Reisterstown Road

Pikesville

Maryland

21208

2YBJ96

Sheraton Suites Houston

2400 West Loop South

Houston

Texas

77027

40,700,000

4.98000%

120

4/6/2024

8213

Greenville Center

3801 Kennett Pike

Wilmington

Delaware

19807

37,500,000

4.99000%

119

3/6/2024

7314

Walgreens Shopping Center Portfolio #3

31,035,000

5.04000%

1/6/2021

8.01

8402

Pompano Beach

2401 West Atlantic Boulevard

Pompano Beach

Florida

33069

8.02

8401

Florissant

460 North Highway 67

Florissant

Missouri

63031

8.03

8400

Gonzales

1607 North Airline Highway

Gonzales

Louisiana

70737

8.04

8386

Bristol

497 Farmington Avenue

Bristol

Connecticut

06010

8.05

8398

Cambridge

640 Sunburst Highway

Cambridge

Maryland

21613

7161

Amsdell Compass Self Storage Portfolio

29,895,734

5.22000%

117

1/6/2024

9.01

8295

Cheval Lutz Self Storage

19020 North Dale Mabry Highway

Lutz

Florida

33548

9.02

8298

University Parkway Sarasota Self Storage

8424 Florida Street

Sarasota

Florida

34243

9.03

8296

Cortez Bradenton Self Storage

8915 Cortez Road West

Bradenton

Florida

34210

9.04

8300

Waterford Lakes Orlando Self Storage

14120 East Colonial Drive

Orlando

Florida

32826

9.05

8297

Lockwood Sarasota Self Storage

7750 Lockwood Ridge Road

Sarasota

Florida

34243

9.06

8299

Meadow Woods Orlando Self Storage

800 Greenway Professional Court

Orlando

Florida

32824

9.07

8301

Jackson A & W Storage

4885 West Michigan Avenue

Jackson

Michigan

49201

River Oaks

1951 Northwest South River Drive

Miami

Florida

33125

29,500,000

4.79000%

120

4/5/2024

2YSRH2

Oklahoma Hotel Portfolio

29,000,000

4.88700%

120

4/6/2024

11.01

2YSRH2-2

Holiday Inn Stillwater

715 South Country Club Road

Stillwater

Oklahoma

74074

11.02

2YSRH2-1

Hilton Garden Inn Norman

700 Copperfield Drive

Norman

Oklahoma

73072

11.03

2YSRH2-3

Hampton Inn & Suites Durant

3199 Shamrock Lane

Durant

Oklahoma

74701

7086

Prime Kurtell Medical Office Building Portfolio

28,500,000

5.15000%

118

2/6/2024

12.01

8226

Cool Springs

2009 Mallory Lane

Franklin

Tennessee

37067

12.02

8103

Mallory

1909 Mallory Lane

Franklin

Tennessee

37067

12.03

8227

Harpeth

1195 Old Hickory Boulevard

Brentwood

Tennessee

37027

12.04

8228

Bellevue

7640 Highway 70 South

Nashville

Tennessee

37221

GC20 Mortgage Loan Schedule

									Original	Remaining
Control		Loan						Cut-Off Date	Mortgage	Term To
Number	Footnotes	Number	Property Name	Address	City	State	Zip Code	Balance ($)	Loan Rate (%)	Maturity (Mos.)	Maturity Date
12.05		8229	Lebanon	1420 West Baddour Parkway	Lebanon	Tennessee	37087
13		7311	Walgreens Shopping Center Portfolio #2					28,090,000	5.04000%	81	1/6/2021
13.01		8397	Austin	13435 North U.S. Highway 183	Austin	Texas	78750
13.02		8399	Jacksonville	12002 McCormick Road	Jacksonville	Florida	32225
13.03		8383	Oxnard	481 South Ventura Road	Oxnard	California	93030
13.04		8396	Puyallup	14308 Meridian East	Puyallup	Washington	98373
14		2YF022	Crossroads Shopping Center	3200 East Yorba Linda Boulevard	Fullerton	California	92831	26,000,000	4.72800%	120	4/6/2024
15		2Y0SS6	Shops at Shelby Crossing	1724 US Highway 27 North	Sebring	Florida	33870	24,373,442	4.89750%	119	3/6/2024
16		2	West Run Apartments	500 Koehler Drive	Morgantown	West Virginia	26508	24,300,000	4.97000%	120	4/5/2024
17		2YLWQ1	Lodge at Bridgemill	10451 Bells Ferry Road	Canton	Georgia	30114	24,139,383	5.10550%	118	2/6/2024
18		8066	Norwalk Self Storage	25 New Canaan Avenue	Norwalk	Connecticut	06851	24,000,000	4.69000%	119	3/6/2024
19		1	Burlington Office Center	305-325 East Eisenhower Parkway	Ann Arbor	Michigan	48108	21,250,000	5.00000%	119	3/6/2024
20		MC001DFA3	1650 Selwyn	1650 Selwyn Avenue	Bronx	New York	10457	20,929,681	5.42000%	117	1/6/2024
21		3	Preserve at Greenway Park II	2079 Preserve Circle	Casper	Wyoming	82609	16,954,727	4.73000%	118	2/5/2024
22		2	Baldwin Park Village	4821 New Broad Street	Orlando	Florida	32814	16,750,000	5.00500%	118	2/6/2024
23		2Y05E4	8860 Smith’s Mill Road	8860 Smith’s Mill Road	New Albany	Ohio	43031	16,482,386	4.98050%	119	3/6/2024
24		8457	Visalia Marketplace	3117-3615 West Noble Avenue	Visalia	California	93277	15,800,000	4.51000%	60	4/6/2019
25		3	Hermitage Towne Plaza	2253 East State Street	Hermitage	Pennsylvania	16148	15,383,819	5.04800%	119	3/6/2024
26		MC001F5D3	WJ Management Multi Portfolio					15,261,829	5.13000%	58	2/6/2019
26.01		MC001F5D3 - MC00202F3	5644 Washington	5644 West Washington Boulevard	Chicago	Illinois	60644
26.02		MC001F5D3 - MC00202E6	5032 Washington	5032 West Washington Boulevard	Chicago	Illinois	60644
26.03		MC001F5D3 - MC00202D8	234 North Pine	234 North Pine Avenue	Chicago	Illinois	60644
26.04		MC001F5D3 - MC0020339	4200 Washington	4200 West Washington Boulevard	Chicago	Illinois	60624
26.05		MC001F5D3 - MC0020370	Essex King	7600 South Essex Avenue	Chicago	Illinois	60649
26.06		MC001F5D3 - MC0020388	WJ Management	5200 West Harrison Street	Chicago	Illinois	60644
26.07		MC001F5D3 - MC0020347	4400 Washington	4400 West Washington Boulevard	Chicago	Illinois	60624
26.08		MC001F5D3 - MC0020396	3352 Van Buren	3350-3352 West Van Buren Street	Chicago	Illinois	60624
26.09		MC001F5D3 - MC0020354	Maypole	5059 West Maypole Avenue	Chicago	Illinois	60644
26.10		MC001F5D3 - MC0020321	Congress 2007	5503 West Congress Parkway	Chicago	Illinois	60644
26.11		MC001F5D3 - MC0020313	Homan	10 South Homan Avenue	Chicago	Illinois	60624
26.12		MC001F5D3 - MC0020362	Kingston	7436 South Kingston Avenue	Chicago	Illinois	60649
27		2YNIG5	Covington Portfolio					13,753,267	5.25650%	118	2/6/2024
27.01		2YNIG5-1	6400 Augusta Road	6400 Augusta Road	Greenville	South Carolina	29605
27.02		2YNIG5-2	6410 Augusta Road	6410 Augusta Road	Greenville	South Carolina	29605
27.03		2YNIG5-3	1631 South Highway 14	1631 South Highway 14	Greer	South Carolina	29650
27.04		2YNIG5-4	1623 South Highway 14	1623 South Highway 14	Greer	South Carolina	29650
27.05		2YNIG5-5	1627 South Highway 14	1627 South Highway 14	Greer	South Carolina	29650
28		MC0020CE5	Brickhaven Apartments	8800, 8900 and 9000 Fondren Road	Houston	Texas	77074	13,485,688	5.01000%	119	3/6/2024
29		2YO072	Dickson City Commons	1104-1116, 1118-1136, and 1144-1150 Commerce Boulevard	Dickson City	Pennsylvania	18519	13,485,671	5.00500%	119	3/6/2024
30		8225	Mooresville Crossing II	657 River Highway	Mooresville	North Carolina	28117	10,575,000	5.02000%	119	3/6/2024
31		2YO1P1	Willowick Apartments	502 Southwest Parkway	College Station	Texas	77840	10,400,000	4.71350%	118	2/6/2024
32		2YQAX9	Nut Tree Center Phase II	1611 & 1615 East Monte Vista Avenue	Vacaville	California	95688	10,350,000	4.95700%	119	3/6/2024
33		4	Northgate Power Center	9651-9661 Colerain Avenue	Colerain Township	Ohio	45251	10,000,000	5.02000%	118	2/6/2024
34		7239	Mini Storage Depot Portfolio					9,465,928	5.05000%	117	1/6/2024
34.01		8353	Mini Storage Depot - Michigan City	951 East US Highway 20	Michigan City	Indiana	46360
34.02		8354	Mini Storage Depot - Hobart	4220 East US Highway 30	Merrillville	Indiana	46410
34.03		8275	Mini Storage Depot - Brick	6482 West Brick Road	South Bend	Indiana	46628
35		5	ATK Building	1365 Technology Court	Beavercreek	Ohio	45430	8,533,715	4.88600%	59	3/6/2019
36		MC0020BE6	High Point Shopping Center	7475 Mineral Point Road	Madison	Wisconsin	53717	7,291,901	4.81500%	119	3/6/2024
37		6	Cambridge Center West	39209 Six Mile Road	Livonia	Michigan	48152	7,242,653	5.20000%	119	3/6/2024
38		2Y2MZ4	Jo-Ann Fabrics Columbia	6161 Columbia Crossing Circle	Columbia	Maryland	21045	7,200,000	5.10850%	118	2/6/2024
39		7	Olive Corporate Center	9666 Olive Boulevard	Olivette	Missouri	63132	7,100,000	5.29000%	120	4/6/2024
40		MC0020E11	Magnolia Farms Townhomes	28 East Bel Air Avenue	Aberdeen	Maryland	21001	7,000,000	5.18000%	119	3/6/2024
41		38XNN9	Holiday Inn Brunswick	138 Glynco Parkway	Brunswick	Georgia	31525	6,940,952	5.11300%	118	2/6/2024
42		8	Staybridge Suites Orlando Airport	7450 Augusta National Drive	Orlando	Florida	32822	6,889,246	4.93500%	119	3/6/2024
43		7140	The Store House - Georgia					6,658,829	5.31000%	118	2/6/2024
43.01		8164	The Store House - Mercer	4920 Mercer University Drive	Macon	Georgia	31210
43.02		8307	The Store House - Riverside	2432 Riverside Drive	Macon	Georgia	31204
44		9	Waverly Plaza Shopping Center	728-936 South Waverly Road	Lansing	Michigan	48917	6,493,170	5.04800%	119	3/6/2024
45		MC00204C8	Waterside Commons	9825 South Mason Road	Richmond	Texas	77406	6,415,000	4.89000%	119	3/6/2024
46		MC001F5E1	Imperial MHP	115 West Loudon Avenue and 815 Newtown Pike	Lexington	Kentucky	40508 and 40511	6,393,867	5.43000%	119	3/6/2024
47		8405	Cape Fear Plaza	342 North Eastern Boulevard	Fayetteville	North Carolina	28301	6,386,713	4.85000%	119	3/6/2024
48		2YEFB9	Super Bi-Lo Center	699 Fairview Road	Simpsonville	South Carolina	29680	5,625,000	4.80950%	119	3/6/2024
49		MC0020D38	Meadowbrook MHP	3801 New Tampa Highway	Lakeland	Florida	33815	5,070,256	5.53000%	119	3/6/2024
50		MC00211E5	High Point Village Apartments	2400 Wickersham Lane	Austin	Texas	78741	4,995,291	5.50000%	119	3/6/2024
51		MC00206A0	Regency Apartments	140 Glendale Street	Lakeland	Florida	33803	4,984,308	5.76500%	117	1/6/2024
52		MC001EA40	2800 West Trenton	2800 West Trenton Road	Edinburg	Texas	78539	4,745,370	5.36000%	119	3/6/2024
53		2Y3FV9	Normandy Plaza	31805 Woodward Avenue	Royal Oak	Michigan	48073	4,545,356	5.17000%	119	3/6/2024
54		10	Cordova Court Apartments	900 Westgate Drive	Bossier City	Louisiana	71112	4,305,643	5.21000%	119	3/6/2024
55		38XJU8	Candlewood Suites Columbus	3389 Victory Drive	Columbus	Georgia	31903	4,150,619	5.11300%	118	2/6/2024
56		8339	Grandview Marketplace	3230-3246 and 3260-3276 Centennial Boulevard	Colorado Springs	Colorado	80907	4,000,000	4.89000%	117	1/6/2024
57		MC0020E29	Hillen & Belvedere Apartments	1650 East Belvedere Avenue	Baltimore	Maryland	21239	3,900,000	5.13000%	119	3/6/2024
58		8346	Compass Self-Storage - Spring Hill, FL	10161 County Line Road	Spring Hill	Florida	34608	3,752,153	5.32000%	118	2/6/2024
59		MC0020D46	Carlyn Estates MHP	5611 Bayshore Road	Palmetto	Florida	34221	3,691,542	5.52500%	119	3/6/2024
60		MC001F931	Hillsdale Heights Apartments	6120 Southwest 18th Drive	Portland	Oregon	97239	3,596,396	5.25000%	119	3/6/2024
61		11	Lake Estates	1 EMS B37 Lane	Warsaw	Indiana	46582	3,500,000	5.13000%	120	4/6/2024
62		8446	Walnut Creek Apartments - Farmington Hills	23800 Middlebelt Road	Farmington Hills	Michigan	48336	2,697,218	5.13000%	119	3/6/2024
63		MC0020D53	Hi-Vue Estates MHC	106 2nd Street South	Sartell	Minnesota	56377	2,257,036	5.86000%	119	3/6/2024

GC20 Mortgage Loan Schedule

Companion Loan

Remaining

Crossed With

Remaining

Companion Loan

Remaining

Companion Loan

Control

Loan

Amortization Term

Subservicing

Servicing

Mortgage

Other Loans

Companion Loan

Term To

Maturity

Amortization Term

Servicing

Number

Footnotes

Number

Property Name

(Mos.)

Fee Rate (%)

Loan Seller

(Crossed Group)

Flag

Cut-off Balance

Interest Rate

Maturity (Mos.)

Date

(Mos.)

Fees

1, 2

2YLNZ1

Newcastle Senior Housing Portfolio

357

0.00500%

GSMC

NAP

Yes

243,438,627.80

4.99000%

117

1/6/2024

357

0.00000%

1.01

2YLNZ1-1

Orchid Terrace

GSMC

1.02

2YLNZ1-2

Village Gate of Farmington

GSMC

1.03

2YLNZ1-3

Lodge At Cold Spring

GSMC

1.04

2YLNZ1-4

The Manor At Oakridge

GSMC

1.05

2YLNZ1-5

Durham Regent

GSMC

1.06

2YLNZ1-6

Dogwood Estates

GSMC

1.07

2YLNZ1-7

Sheldon Oaks

GSMC

1.08

2YLNZ1-8

Jordan Oaks

GSMC

1.09

2YLNZ1-9

Sky Peaks

GSMC

1.10

2YLNZ1-10

The Westmont

GSMC

1.11

2YLNZ1-11

Pinewood Hills

GSMC

1.12

2YLNZ1-14

Hidden Lakes

GSMC

1.13

2YLNZ1-12

Walnut Woods

GSMC

1.14

2YLNZ1-13

Oakwood Hills

GSMC

1.15

2YLNZ1-15

Madison Estates

GSMC

1.16

2YLNZ1-16

Thornton Place

GSMC

1.17

2YLNZ1-17

Whiterock Court

GSMC

1.18

2YLNZ1-18

The Bentley

GSMC

1.19

2YLNZ1-19

Pueblo Regent

GSMC

1.20

2YLNZ1-20

Vista De La Montana

GSMC

1.21

2YLNZ1-21

Rock Creek

GSMC

1.22

2YLNZ1-22

Illahee Hills

GSMC

1.23

2YLNZ1-23

Palmer Hills

GSMC

1.24

2YLNZ1-24

Uffelman Estates

GSMC

1.25

2YLNZ1-25

The Regent

GSMC

1.26

2YLNZ1-26

The Fountains At Hidden Lakes

GSMC

7626

Greene Town Center

360

0.00000%

0.01000%

CGMRC

NAP

Yes

47,250,000.00

5.00000%

116

12/1/2023

360

0.00500%

MC0020842

Chase Tower

359

0.00000%

0.01000%

MC-FiveMile

NAP

2YQFQ9

Three WestLake Park

360

0.01000%

GSMC

NAP

7309

Walgreens Shopping Center Portfolio #1

360

0.00000%

0.01000%

CGMRC

NAP

5.01

8394

Takoma Park

CGMRC

5.02

8381

Vienna

CGMRC

5.03

8395

Pikesville

CGMRC

2YBJ96

Sheraton Suites Houston

360

0.01000%

GSMC

NAP

8213

Greenville Center

360

0.00000%

0.01000%

CGMRC

NAP

7314

Walgreens Shopping Center Portfolio #3

360

0.00000%

0.01000%

CGMRC

NAP

8.01

8402

Pompano Beach

CGMRC

8.02

8401

Florissant

CGMRC

8.03

8400

Gonzales

CGMRC

8.04

8386

Bristol

CGMRC

8.05

8398

Cambridge

CGMRC

7161

Amsdell Compass Self Storage Portfolio

357

0.02000%

0.01000%

CGMRC

NAP

9.01

8295

Cheval Lutz Self Storage

CGMRC

9.02

8298

University Parkway Sarasota Self Storage

CGMRC

9.03

8296

Cortez Bradenton Self Storage

CGMRC

9.04

8300

Waterford Lakes Orlando Self Storage

CGMRC

9.05

8297

Lockwood Sarasota Self Storage

CGMRC

9.06

8299

Meadow Woods Orlando Self Storage

CGMRC

9.07

8301

Jackson A & W Storage

CGMRC

River Oaks

360

0.00000%

0.01000%

RCMC

NAP

2YSRH2

Oklahoma Hotel Portfolio

300

0.00000%

0.01000%

GSMC

NAP

11.01

2YSRH2-2

Holiday Inn Stillwater

GSMC

11.02

2YSRH2-1

Hilton Garden Inn Norman

GSMC

11.03

2YSRH2-3

Hampton Inn & Suites Durant

GSMC

7086

Prime Kurtell Medical Office Building Portfolio

360

0.03000%

0.00500%

CGMRC

NAP

12.01

8226

Cool Springs

CGMRC

12.02

8103

Mallory

CGMRC

12.03

8227

Harpeth

CGMRC

12.04

8228

Bellevue

CGMRC

GC20 Mortgage Loan Schedule

												Companion Loan		Companion Loan
				Remaining				Crossed With				Remaining	Companion Loan	Remaining	Companion Loan
Control		Loan		Amortization Term	Subservicing	Servicing	Mortgage	Other Loans	Companion Loan	Companion Loan	Companion Loan	Term To	Maturity	Amortization Term	Servicing
Number	Footnotes	Number	Property Name	(Mos.)	Fee Rate (%)	Fee Rate (%)	Loan Seller	(Crossed Group)	Flag	Cut-off Balance	Interest Rate	Maturity (Mos.)	Date	(Mos.)	Fees
12.05		8229	Lebanon				CGMRC
13		7311	Walgreens Shopping Center Portfolio #2	360	0.00000%	0.01000%	CGMRC	NAP
13.01		8397	Austin				CGMRC
13.02		8399	Jacksonville				CGMRC
13.03		8383	Oxnard				CGMRC
13.04		8396	Puyallup				CGMRC
14		2YF022	Crossroads Shopping Center	0	0.00000%	0.01000%	GSMC	NAP
15		2Y0SS6	Shops at Shelby Crossing	359	0.00000%	0.01000%	GSMC	NAP
16		2	West Run Apartments	360	0.03000%	0.00500%	RCMC	NAP
17		2YLWQ1	Lodge at Bridgemill	358	0.04000%	0.00500%	GSMC	NAP
18		8066	Norwalk Self Storage	360	0.00000%	0.01000%	CGMRC	NAP
19		1	Burlington Office Center	360	0.05000%	0.00500%	SMF I	NAP
20		MC001DFA3	1650 Selwyn	357	0.00000%	0.01000%	MC-FiveMile	NAP
21		3	Preserve at Greenway Park II	358	0.03000%	0.00500%	RCMC	NAP
22		2	Baldwin Park Village	360	0.00000%	0.01000%	SMF I	NAP
23		2Y05E4	8860 Smith’s Mill Road	359	0.03000%	0.01000%	GSMC	NAP
24		8457	Visalia Marketplace	360	0.00000%	0.01000%	CGMRC	NAP
25		3	Hermitage Towne Plaza	359	0.04000%	0.01000%	SMF I	NAP
26		MC001F5D3	WJ Management Multi Portfolio	358	0.00000%	0.01000%	MC-FiveMile	NAP
26.01		MC001F5D3 - MC00202F3	5644 Washington				MC-FiveMile
26.02		MC001F5D3 - MC00202E6	5032 Washington				MC-FiveMile
26.03		MC001F5D3 - MC00202D8	234 North Pine				MC-FiveMile
26.04		MC001F5D3 - MC0020339	4200 Washington				MC-FiveMile
26.05		MC001F5D3 - MC0020370	Essex King				MC-FiveMile
26.06		MC001F5D3 - MC0020388	WJ Management				MC-FiveMile
26.07		MC001F5D3 - MC0020347	4400 Washington				MC-FiveMile
26.08		MC001F5D3 - MC0020396	3352 Van Buren				MC-FiveMile
26.09		MC001F5D3 - MC0020354	Maypole				MC-FiveMile
26.10		MC001F5D3 - MC0020321	Congress 2007				MC-FiveMile
26.11		MC001F5D3 - MC0020313	Homan				MC-FiveMile
26.12		MC001F5D3 - MC0020362	Kingston				MC-FiveMile
27		2YNIG5	Covington Portfolio	298	0.04000%	0.01000%	GSMC	NAP
27.01		2YNIG5-1	6400 Augusta Road				GSMC
27.02		2YNIG5-2	6410 Augusta Road				GSMC
27.03		2YNIG5-3	1631 South Highway 14				GSMC
27.04		2YNIG5-4	1623 South Highway 14				GSMC
27.05		2YNIG5-5	1627 South Highway 14				GSMC
28		MC0020CE5	Brickhaven Apartments	359	0.00000%	0.01000%	MC-FiveMile	NAP
29		2YO072	Dickson City Commons	359	0.00000%	0.01000%	GSMC	NAP
30		8225	Mooresville Crossing II	360	0.03000%	0.01000%	CGMRC	NAP
31		2YO1P1	Willowick Apartments	360	0.04000%	0.01000%	GSMC	NAP
32		2YQAX9	Nut Tree Center Phase II	360	0.00000%	0.01000%	GSMC	NAP
33		4	Northgate Power Center	360	0.00000%	0.01000%	SMF I	NAP
34		7239	Mini Storage Depot Portfolio	357	0.03000%	0.01000%	CGMRC	NAP
34.01		8353	Mini Storage Depot - Michigan City				CGMRC
34.02		8354	Mini Storage Depot - Hobart				CGMRC
34.03		8275	Mini Storage Depot - Brick				CGMRC
35		5	ATK Building	269	0.00000%	0.01000%	SMF I	NAP
36		MC0020BE6	High Point Shopping Center	359	0.00000%	0.01000%	MC-FiveMile	NAP
37		6	Cambridge Center West	359	0.00000%	0.01000%	SMF I	NAP
38		2Y2MZ4	Jo-Ann Fabrics Columbia	360	0.00000%	0.01000%	GSMC	NAP
39		7	Olive Corporate Center	360	0.04000%	0.01000%	SMF I	NAP
40		MC0020E11	Magnolia Farms Townhomes	360	0.00000%	0.01000%	MC-FiveMile	NAP
41		38XNN9	Holiday Inn Brunswick	298	0.00000%	0.01000%	GSMC	NAP
42		8	Staybridge Suites Orlando Airport	299	0.00000%	0.01000%	SMF I	NAP
43		7140	The Store House - Georgia	358	0.05000%	0.01000%	CGMRC	NAP
43.01		8164	The Store House - Mercer				CGMRC
43.02		8307	The Store House - Riverside				CGMRC
44		9	Waverly Plaza Shopping Center	359	0.04000%	0.01000%	SMF I	NAP
45		MC00204C8	Waterside Commons	360	0.00000%	0.01000%	MC-FiveMile	NAP
46		MC001F5E1	Imperial MHP	359	0.00000%	0.01000%	MC-FiveMile	NAP
47		8405	Cape Fear Plaza	359	0.06000%	0.00500%	CGMRC	NAP
48		2YEFB9	Super Bi-Lo Center	360	0.00000%	0.01000%	GSMC	NAP
49		MC0020D38	Meadowbrook MHP	359	0.00000%	0.01000%	MC-FiveMile	NAP
50		MC00211E5	High Point Village Apartments	359	0.00000%	0.01000%	MC-FiveMile	NAP
51		MC00206A0	Regency Apartments	357	0.00000%	0.01000%	MC-FiveMile	NAP
52		MC001EA40	2800 West Trenton	359	0.00000%	0.01000%	MC-FiveMile	NAP
53		2Y3FV9	Normandy Plaza	359	0.07000%	0.00500%	GSMC	NAP
54		10	Cordova Court Apartments	359	0.00000%	0.01000%	SMF I	NAP
55		38XJU8	Candlewood Suites Columbus	298	0.00000%	0.01000%	GSMC	NAP
56		8339	Grandview Marketplace	0	0.03000%	0.01000%	CGMRC	NAP
57		MC0020E29	Hillen & Belvedere Apartments	360	0.00000%	0.01000%	MC-FiveMile	NAP
58		8346	Compass Self-Storage - Spring Hill, FL	358	0.05000%	0.01000%	CGMRC	NAP
59		MC0020D46	Carlyn Estates MHP	359	0.00000%	0.01000%	MC-FiveMile	NAP
60		MC001F931	Hillsdale Heights Apartments	359	0.00000%	0.01000%	MC-FiveMile	NAP
61		11	Lake Estates	360	0.00000%	0.01000%	SMF I	NAP
62		8446	Walnut Creek Apartments - Farmington Hills	359	0.05000%	0.00500%	CGMRC	NAP
63		MC0020D53	Hi-Vue Estates MHC	299	0.00000%	0.01000%	MC-FiveMile	NAP

1	The Cut-off Date Balance of $117,488,244 represents the note A-2 of a $362,499,000 whole loan evidenced by multiple pari passu notes. Note A-1, with a Cut-off Date Balance of $101,059,803 was contributed to CGCMT 2014-GC19 and one or more companion loans with an aggregate principal balance of $142,378,825 as of the Cut-off Date are held outside the issuing entity and are expected to be contributed to future securitizations. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate cut-off date principal balance of $360,926,871.

2	The Mortgage Loan Rate for the Newcastle Senior Housing Portfolio Mortgage Loan is 4.0000% from the origination date through January 5, 2019. From and after January 6, 2019, the Newcastle Senior Housing Portfolio Mortgage Loan Rate will be 4.9900%.

3	The Cut-off Date Balance of $90,000,000 represents the controlling Note A-1 of a $137,250,000 whole loan evidenced by two pari passu notes, the other one of which is the non-controlling Note A-2, with an original principal balance of $47,250,000. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate cut-off date principal balance of $137,250,000.

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-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, Class [____]

The undersigned [Master Servicer][Special Servicer][Other Master Servicer][Other 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-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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 April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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.

Exhibit C-1

( ) 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 _________, 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][Other Master Servicer][Other Special Servicer] hereby acknowledges and agrees as follows:

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

Exhibit C-2

	[ ]

	By:
		Name:
		Title:

	Dated:

Exhibit C-3

EXHIBIT D

FORM OF DISTRIBUTION DATE STATEMENT

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

DISTRIBUTION DATE STATEMENT

Table of Contents

STATEMENT SECTIONS

PAGE(s)

Certificate Distribution Detail

Certificate Factor Detail

Reconciliation Detail

Other Required Information

Cash Reconciliation Detail

Current Mortgage Loan and Property Stratification Tables

7 - 9

Mortgage Loan Detail

NOI Detail

Principal Prepayment Detail

Historical Detail

Delinquency Loan Detail

Specially Serviced Loan Detail

15 - 16

Advance Summary

Modified Loan Detail

Historical Liquidated Loan Detail

Historical Bond / Collateral Loss Reconciliation Detail

Interest Shortfall Reconciliation Detail

21 - 22

Defeased Loan Detail

Supplemental Reporting

Depositor

Master Servicer

Special Servicer

Operating Advisor

GS Mortgage Securities Corporation II

200 West Street

New York, NY 10282

Contact: Leah Nivison

Phone Number: (212) 902-1000

KeyBank National Association

11501 Outlook

Suite 300

Overland Park, KS 66211

Contact:

Andy Lindenman

Phone Number: (913) 317-4372

LNR Partners, LLC

1601 Washington Avenue

Suite 700

Miami Beach, FL 33139

Contact: www.lnrpartners.com

Phone Number: (305) 695-5600

Trimont Real Estate Advisors, Inc.

3424 Peachtree Road NE Suite 2200

Atlanta, GA 30326

Contact: Brian Pittard

Phone Number: (404) 420-5515

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy or completeness of information furnished by third parties. 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.

Page 1 of 24

Exhibit D-1

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


Certificate Distribution Detail
Class	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
PEZ		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
H		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).

Page 2 of 24

Exhibit D-2

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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
PEZ		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
H		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

Page 3 of 24

Exhibit D-3

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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
PEZ	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
H	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

Page 4 of 24

Exhibit D-4

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

Other Required Information

Available Distribution Amount (1)

0.00

Appraisal Reduction Amount

Appraisal

Cumulative

Most Recent

Loan

Reduction

ASER

App. Red.

Number

Effected

Amount

Date

Total

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

Page 5 of 24

Exhibit D-5

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


Cash Reconciliation Detail

Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - Key Bank N. A.	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		Operating Advisor Fee- Trimont Real Estate Advisors	0.00
Net Prepayment Interest Shortfall	0.00		CREFC Royalty License Fee	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

Page 6 of 24

Exhibit D-6

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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

Page 7 of 24

Exhibit D-7

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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.

Page 8 of 24

Exhibit D-8

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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 debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.

(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.

Page 9 of 24

Exhibit D-9

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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

Page 10 of 24

Exhibit D-10

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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

Page 11 of 24

Exhibit D-11

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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

Page 12 of 24

Exhibit D-12

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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.

Page 13 of 24

Exhibit D-13

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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.

Page 14 of 24

Exhibit D-14

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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

Page 15 of 24

Exhibit D-15

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014



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

Page 16 of 24

Exhibit D-16

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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

Page 17 of 24

Exhibit D-17

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


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

Page 18 of 24

Exhibit D-18

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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.).

Page 19 of 24

Exhibit D-19

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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

Page 20 of 24

Exhibit D-20

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014

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

Page 21 of 24

Exhibit D-21

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


Interest Shortfall Reconciliation Detail - Part 2

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





















	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

Page 22 of 24

Exhibit D-22

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


Defeased Loan Detail

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















	Totals

Page 23 of 24

Exhibit D-23

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2014-GC20	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	05/12/2014
		Record Date:	04/30/2014
		Determination Date:	05/06/2014


	Supplemental Reporting

Page 24 of 24

Exhibit D-24

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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, Class [__]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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.

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

* Select appropriate depository.

Exhibit E-1

[(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; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of 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.

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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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, and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of 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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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. [______]).

* 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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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 not a U.S. Person as defined by Regulation S under the Securities Act of 1933, as amended.

* Select, as applicable.

Exhibit H-1

	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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, Class [__]

(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; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of 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.

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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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;

	[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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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-GC20

Re:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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.

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”).

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.

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

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.

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

(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

o None of the above.

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

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


	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-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, 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 April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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.

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-GC20

Wells Fargo Bank, National Association,

as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: CMBS – GS 2014-GC20

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-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

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-GC20, Commercial Mortgage Pass Through Certificates, Series 2014-GC20, Class [_], CUSIP No. [____] (the “Certificates”), issued pursuant to that certain Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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-C, Class X-D, Class E, Class F, Class G, Class H 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) 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-C, Class X-D, Class E, Class F, Class G or Class H 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 a similar exemption under 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-GC20

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20, Class [__]

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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-GC20 (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) 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.

Exhibit L-4-1

[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 March 28, 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.

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.

7. Check one of the following:

Exhibit L-4-2

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 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-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-GC20]

[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip]

Attention:

Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates Series 2014-GC20

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April 1, 2014 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Trimont Real Estate Advisors, Inc., as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, KeyBank 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.

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.

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


	[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-GC20

Attention:

Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates Series 2014-GC20

In accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2014 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Trimont Real Estate Advisors, Inc., as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, KeyBank 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.

___

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-GC20, Commercial Mortgage Pass-Through Certificates Series 2014-GC20 (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 April 1, 2014, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Trimont Real Estate Advisors, Inc., as operating advisor, KeyBank 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-GC20

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Attention:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

Re:	GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

Ladies and Gentlemen:

In connection with the GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 (the “Certificates”), we acknowledge that we will be furnished by KeyBank 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.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of April 1, 2014, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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-GC20

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.

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

	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 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 Certificate Administrator
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Certificate Administrator
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 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 Reporting Servicer’s records regarding the mortgage loans agree with the Reporting 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

GC20 Supplemental Servicer Schedule

Original

Remaining

Control

Loan

Mortgage

General

Original

Origination

Amortization Term

Number

Footnotes

Number

Loan Seller

Property Name

Borrower Name

Property Type

Balance ($)

Date

(Mos.)

Carve-out Guarantor

Letter of Credit

2YLNZ1

GSMC

Newcastle Senior Housing Portfolio

NIC 13 The Bentley Owner LLC, NIC 13 Dogwood Estates Owner LLC, NIC 13 Durham Regent Owner LLC,

NIC 13 Fountains at Hidden Lakes Owner LLC, NIC 13 Illahee Hills Owner LLC, NIC 13 Hidden Lakes Owner LLC,

NIC 13 Jordan Oaks Owner LLC, NIC 13 Lodge at Cold Spring Owner LLC, NIC 13 Madison Estates Owner LLC, NIC 13 Manor at Oakridge Owner LLC,

NIC 13 Oakwood Hills Owner LLC, NIC 13 Orchid Terrace Owner LLC, NIC 13 Palmer Hills Owner LLC,

NIC 13 Pinewood Hills Owner LLC, NIC 13 Pueblo Regent Owner LLC, NIC 13 The Regent Owner LLC, NIC 13 Rock Creek Owner LLC, NIC 13 Sheldon Oaks Owner LLC,

NIC 13 Sky Peaks Owner LLC, NIC 13 Thornton Place Owner LLC, NIC 13 Uffelman Estates Owner LLC, NIC 13 Village Gate Owner LLC,

NIC 13 Vista De La Montana Owner LLC, NIC 13 Walnut Woods Owner LLC, NIC 13 The Westmont Owner LLC and NIC 13 Whiterock Court Owner LLC

118,000,000

12/23/2013

360

357

Newcastle Investment Corp.

1.01

2YLNZ1-1

GSMC

Orchid Terrace

Senior Housing

1.02

2YLNZ1-2

GSMC

Village Gate of Farmington

Senior Housing

1.03

2YLNZ1-3

GSMC

Lodge At Cold Spring

Senior Housing

1.04

2YLNZ1-4

GSMC

The Manor At Oakridge

Senior Housing

1.05

2YLNZ1-5

GSMC

Durham Regent

Senior Housing

1.06

2YLNZ1-6

GSMC

Dogwood Estates

Senior Housing

1.07

2YLNZ1-7

GSMC

Sheldon Oaks

Senior Housing

1.08

2YLNZ1-8

GSMC

Jordan Oaks

Senior Housing

1.09

2YLNZ1-9

GSMC

Sky Peaks

Senior Housing

1.10

2YLNZ1-10

GSMC

The Westmont

Senior Housing

1.11

2YLNZ1-11

GSMC

Pinewood Hills

Senior Housing

1.12

2YLNZ1-14

GSMC

Hidden Lakes

Senior Housing

1.13

2YLNZ1-12

GSMC

Walnut Woods

Senior Housing

1.14

2YLNZ1-13

GSMC

Oakwood Hills

Senior Housing

1.15

2YLNZ1-15

GSMC

Madison Estates

Senior Housing

1.16

2YLNZ1-16

GSMC

Thornton Place

Senior Housing

1.17

2YLNZ1-17

GSMC

Whiterock Court

Senior Housing

1.18

2YLNZ1-18

GSMC

The Bentley

Senior Housing

1.19

2YLNZ1-19

GSMC

Pueblo Regent

Senior Housing

1.20

2YLNZ1-20

GSMC

Vista De La Montana

Senior Housing

1.21

2YLNZ1-21

GSMC

Rock Creek

Senior Housing

1.22

2YLNZ1-22

GSMC

Illahee Hills

Senior Housing

1.23

2YLNZ1-23

GSMC

Palmer Hills

Senior Housing

1.24

2YLNZ1-24

GSMC

Uffelman Estates

Senior Housing

1.25

2YLNZ1-25

GSMC

The Regent

Senior Housing

1.26

2YLNZ1-26

GSMC

The Fountains At Hidden Lakes

Senior Housing

7626

CGMRC

Greene Town Center

Greene Town Center LLC

Mixed Use

90,000,000

11/22/2013

360

Morton L. Olshan

MC0020842

MC-FiveMile

Chase Tower

221 West Sixth Street, LLC

Office

82,500,000

2/14/2014

360

359

Pengo Industries, Inc.

2YQFQ9

GSMC

Three WestLake Park

Westlake Three Owner Corp.

Office

80,000,000

1/31/2014

360

Prism Office Holdings LLC

5, 6

7309

CGMRC

Walgreens Shopping Center Portfolio #1

AN WG Pikesville LP, AN WG Takoma LP and AN WG Vienna LP

48,375,000

12/31/2013

360

Elchonon Schwartz, Simon Singer and Azure Equity LLC

5.01

8394

CGMRC

Takoma Park

Retail

5.02

8381

CGMRC

Vienna

Retail

5.03

8395

CGMRC

Pikesville

Retail

2YBJ96

GSMC

Sheraton Suites Houston

GS Hotel Investment, L.L.C.

Hospitality

40,700,000

3/14/2014

360

Wedge Hotels Corporation

8213

CGMRC

Greenville Center

Greenville Center Associates LLC

Mixed Use

37,500,000

2/14/2014

360

Stoltz Real Estate Fund II, L.P.

8, 9

7314

CGMRC

Walgreens Shopping Center Portfolio #3

AN WG Bristol LP, AN WG Cambridge LP, AN WG Florissant LP, AN WG Gonzales LP and AN WG Pompano Beach LP

31,035,000

12/31/2013

360

Elchonon Schwartz, Simon Singer and Azure Equity LLC

8.01

8402

CGMRC

Pompano Beach

Retail

8.02

8401

CGMRC

Florissant

Retail

8.03

8400

CGMRC

Gonzales

Retail

8.04

8386

CGMRC

Bristol

Retail

8.05

8398

CGMRC

Cambridge

Retail

7161

CGMRC

Amsdell Compass Self Storage Portfolio

Amsdell Storage Ventures XXII, LLC and Amsdell Trust Partners DE, LLC

30,000,000

12/17/2013

360

357

Robert J. Amsdell and Barry L. Amsdell

9.01

8295

CGMRC

Cheval Lutz Self Storage

Self Storage

9.02

8298

CGMRC

University Parkway Sarasota Self Storage

Self Storage

9.03

8296

CGMRC

Cortez Bradenton Self Storage

Self Storage

9.04

8300

CGMRC

Waterford Lakes Orlando Self Storage

Self Storage

9.05

8297

CGMRC

Lockwood Sarasota Self Storage

Self Storage

9.06

8299

CGMRC

Meadow Woods Orlando Self Storage

Self Storage

9.07

8301

CGMRC

Jackson A & W Storage

Self Storage

RCMC

River Oaks

AP SC River Oaks LLC

Multifamily

29,500,000

3/10/2014

360

Saul Campanella

2YSRH2

GSMC

Oklahoma Hotel Portfolio

Magnolia Hospitality, LLC, Payne Hospitality, L.L.C. and Cleveland Hospitality, LLC

29,000,000

3/14/2014

300

Rajendra K. Patel

11.01

2YSRH2-2

GSMC

Holiday Inn Stillwater

Hospitality

11.02

2YSRH2-1

GSMC

Hilton Garden Inn Norman

Hospitality

11.03

2YSRH2-3

GSMC

Hampton Inn & Suites Durant

Hospitality

7086

CGMRC

Prime Kurtell Medical Office Building Portfolio

Prime Kurtell Properties, LLC

28,500,000

1/13/2014

360

Kurt L. Wallach, Marilyn G. Wallach, Kurt L. Wallach Revocable Trust,
Marilyn G. Wallach Revocable Trust and K&M Gift Trust

12.01

8226

CGMRC

Cool Springs

Office

12.02

8103

CGMRC

Mallory

Office

12.03

8227

CGMRC

Harpeth

Office

12.04

8228

CGMRC

Bellevue

Office

12.05

8229

CGMRC

Lebanon

Office

13, 14

7311

CGMRC

Walgreens Shopping Center Portfolio #2

AN WG Austin LP, AN WG Jacksonville LP, AN WG Oxnard LP and AN WG Puyallup LP

28,090,000

12/31/2013

360

Elchonon Schwartz, Simon Singer and Azure Equity LLC

13.01

8397

CGMRC

Austin

Retail

13.02

8399

CGMRC

Jacksonville

Retail

13.03

8383

CGMRC

Oxnard

Retail

13.04

8396

CGMRC

Puyallup

Retail

GC20 Supplemental Servicer Schedule

Original

Remaining

Control

Loan

Mortgage

General

Original

Origination

Amortization Term

Number

Footnotes

Number

Loan Seller

Property Name

Borrower Name

Property Type

Balance ($)

Date

(Mos.)

Carve-out Guarantor

Letter of Credit

2YF022

GSMC

Crossroads Shopping Center

Tuo Fullerton Associates, LLC and Fullerton Land Holdings, LLC

Retail

26,000,000

3/12/2014

The Uhlmann Offices, Inc.

2Y0SS6

GSMC

Shops at Shelby Crossing

Sebring Landing, LLC

Retail

24,400,000

3/6/2014

360

359

DeBartolo Real Estate Investments, LLC

RCMC

West Run Apartments

West Run SPE, LLC

Multifamily

24,300,000

3/12/2014

360

Ira Mondry, Mitch Mondry, Josh Mondry,
Patrick Mcbride, James Harkrider and Andrew Lallathin

2YLWQ1

GSMC

Lodge at Bridgemill

The Club at Bridgemill, LLC

Senior Housing

24,200,000

1/24/2014

360

358

Michael J. Uccellini

8066

CGMRC

Norwalk Self Storage

Norwalk Self Storage, LLC and NC25, LLC

Self Storage

24,000,000

2/28/2014

360

Carl Bildner

SMF I

Burlington Office Center

Burlington Property, LLC

Office

21,250,000

3/3/2014

360

Jeff Hauptman

MC001DFA3

MC-FiveMile

1650 Selwyn

1650 BLHC Services Corp.

Mixed Use

21,000,000

12/30/2013

360

357

The Bronx-Lebanon Hospital Center

RCMC

Preserve at Greenway Park II

Preserve Casper II LLC

Multifamily

17,000,000

1/31/2014

360

358

Donald B. Berland

SMF I

Baldwin Park Village

T Baldwin Center FL, LLC

Retail

16,750,000

1/29/2014

360

2005 ZST/TBT Descendant’s Trust - T Trust and Zaffar S. Tabani

2Y05E4

GSMC

8860 Smith’s Mill Road

Pizzuti MTB LLC

Industrial

16,500,000

2/18/2014

360

359

Pizzuti Equities Inc.

8457

CGMRC

Visalia Marketplace

RREF II - WPG Visalia Financed Parcels, LLC

Retail

15,800,000

3/12/2014

360

Waypoint Property Group, LLC

18, 19

SMF I

Hermitage Towne Plaza

Hickory Plaza Shopping Center, Inc.

Retail

15,400,000

2/28/2014

360

359

Hermitage Plaza LLC

MC001F5D3

MC-FiveMile

WJ Management Multi Portfolio

Mid-City Apartments, LLC

15,300,000

1/31/2014

360

358

Wafika Khalil

26.01

MC001F5D3 - MC00202F3

MC-FiveMile

5644 Washington

Multifamily

26.02

MC001F5D3 - MC00202E6

MC-FiveMile

5032 Washington

Multifamily

26.03

MC001F5D3 - MC00202D8

MC-FiveMile

234 North Pine

Multifamily

26.04

MC001F5D3 - MC0020339

MC-FiveMile

4200 Washington

Multifamily

26.05

MC001F5D3 - MC0020370

MC-FiveMile

Essex King

Multifamily

26.06

MC001F5D3 - MC0020388

MC-FiveMile

WJ Management

Multifamily

26.07

MC001F5D3 - MC0020347

MC-FiveMile

4400 Washington

Multifamily

26.08

MC001F5D3 - MC0020396

MC-FiveMile

3352 Van Buren

Multifamily

26.09

MC001F5D3 - MC0020354

MC-FiveMile

Maypole

Multifamily

26.10

MC001F5D3 - MC0020321

MC-FiveMile

Congress 2007

Multifamily

26.11

MC001F5D3 - MC0020313

MC-FiveMile

Homan

Multifamily

26.12

MC001F5D3 - MC0020362

MC-FiveMile

Kingston

Multifamily

2YNIG5

GSMC

Covington Portfolio

Greenaug 6400, LLC, Greenaug 6410, LLC, Greengre 1623, LLC, Greengre 1627, LLC and Greengre 1631, LLC

13,800,000

2/5/2014

300

298

Kenneth Sheer and Michael Voelker

27.01

2YNIG5-1

GSMC

6400 Augusta Road

Industrial

27.02

2YNIG5-2

GSMC

6410 Augusta Road

Industrial

27.03

2YNIG5-3

GSMC

1631 South Highway 14

Industrial

27.04

2YNIG5-4

GSMC

1623 South Highway 14

Industrial

27.05

2YNIG5-5

GSMC

1627 South Highway 14

Industrial

MC0020CE5

MC-FiveMile

Brickhaven Apartments

Brickhaven Apartments, L.P.

Multifamily

13,500,000

2/25/2014

360

359

Joseph R. Pryzant

2YO072

GSMC

Dickson City Commons

Siniawa VIII, L.P.

Retail

13,500,000

2/25/2014

360

359

Daniel Siniawa

8225

CGMRC

Mooresville Crossing II

Mooresville Retail, LLC

Retail

10,575,000

2/20/2014

360

J. William Whitley, Jonathan Ishee, Jackson Moore and Dale R. Hall

2YO1P1

GSMC

Willowick Apartments

ComCapp Willowick, LLC

Multifamily

10,400,000

1/30/2014

360

Kevin M. Bell and Robert H. Finney

2YQAX9

GSMC

Nut Tree Center Phase II

NT Dunhill II LLC

Retail

10,350,000

2/11/2014

360

William L. Hutchinson

SMF I

Northgate Power Center

T NG Retail Dill OH, LLC

Retail

10,000,000

1/24/2014

360

Zaffar S. Tabani as Trustee of the 2005 ZST/TBT Descendant’s Trust - T Trust and Zaffar S. Tabani

7239

CGMRC

Mini Storage Depot Portfolio

Mini Storage Depot Hobart, LLC and Storage Investments LLC

9,500,000

12/20/2013

360

357

Larry A. Swank and Lance A. Swank

34.01

8353

CGMRC

Mini Storage Depot - Michigan City

Self Storage

34.02

8354

CGMRC

Mini Storage Depot - Hobart

Self Storage

34.03

8275

CGMRC

Mini Storage Depot - Brick

Self Storage

SMF I

ATK Building

FDS ATK Investment, LLC

Industrial

8,550,000

2/10/2014

270

269

Starbuck Realty, LLC, Jeffrey Toporek, Richard Mann, David Stade, Claiborne Williams and David Alperstein

MC0020BE6

MC-FiveMile

High Point Shopping Center

Marc Madison LLC

Retail

7,300,000

2/27/2014

360

359

Gerald Lee Nudo and Laurence H. Weiner

SMF I

Cambridge Center West

Cambridge Center West Limited Partnership

Office

7,250,000

3/3/2014

360

359

James D. Blain

2Y2MZ4

GSMC

Jo-Ann Fabrics Columbia

Columbia Fabrics Associates, LLLP

Retail

7,200,000

1/17/2014

360

Richard E. Rotner

SMF I

Olive Corporate Center

9666 Partners, LLC

Office

7,100,000

3/10/2014

360

Aaron I. Katsman and Alexander D. Sassoon

MC0020E11

MC-FiveMile

Magnolia Farms Townhomes

Aberdeen Village Apartments, LLC

Multifamily

7,000,000

2/28/2014

360

Jacob Blumenfeld, S. Jason Reitberger and Eric Reitberger

38XNN9

GSMC

Holiday Inn Brunswick

Dixon Management Group HI Brunswick, LLC

Hospitality

6,965,000

1/30/2014

300

298

Otha C. Dixon and Bruce C. Dixon

SMF I

Staybridge Suites Orlando Airport

7450 Augusta, L.P.

Hospitality

6,900,000

2/25/2014

300

299

Carlos J. Rodriguez, an individual, Carlos J. Rodriguez, as trustee for the Carlos J. Rodriguez Living Trust, dated April 11, 2007 and Daniel Klinger

7140

CGMRC

The Store House - Georgia

TSHM Storage, LLC

6,675,000

1/31/2014

360

358

Donald E. Tolva

43.01

8164

CGMRC

The Store House - Mercer

Self Storage

43.02

8307

CGMRC

The Store House - Riverside

Self Storage

25, 26

SMF I

Waverly Plaza Shopping Center

Waverly Plaza Shopping Center, Inc.

Retail

6,500,000

2/28/2014

360

359

Waverly Plaza LLC

MC00204C8

MC-FiveMile

Waterside Commons

Zenda Waterside Commons U.S. Limited Partnership

Retail

6,415,000

3/5/2014

360

Zenda Properties G.P.

MC001F5E1

MC-FiveMile

Imperial MHP

Imperial Parks Properties, LLC

Manufactured Housing

6,400,000

2/20/2014

360

359

Kenneth H. Bruder, Norman L. Winton and Eliot B. Barnett

8405

CGMRC

Cape Fear Plaza

Ardena Cape Fear LLC

Retail

6,393,750

2/28/2014

360

359

Nivea Developments Limited, Pavona Lane Ltd., Ardena Holdings Inc., Hugo Lorenzo Romay and Tomas Lucio Bein

2YEFB9

GSMC

Super Bi-Lo Center

Simpsonville Exchange, LLC

Retail

5,625,000

3/5/2014

360

Chester H. Brown, III

MC0020D38

MC-FiveMile

Meadowbrook MHP

Heldig, LLC

Manufactured Housing

5,075,000

2/20/2014

360

359

Tonia Sonju

MC00211E5

MC-FiveMile

High Point Village Apartments

Dayand Limited Partnership

Multifamily

5,000,000

2/27/2014

360

359

Chowdary Yalamanchili

MC00206A0

MC-FiveMile

Regency Apartments

Siri Sree Corporation

Multifamily

5,000,000

12/27/2013

360

357

Chowdary Yalamanchili

MC001EA40

MC-FiveMile

2800 West Trenton

CRP 2800 Trenton, Ltd.

Office

4,750,000

3/4/2014

360

359

Robert W. Dillard III and Robert Gandy IV

2Y3FV9

GSMC

Normandy Plaza

Alliance-Marsh, LLC

Retail

4,550,000

2/13/2014

360

359

Ryan S. Marsh

SMF I

Cordova Court Apartments

Entourage Properties, L.L.C.

Multifamily

4,310,000

3/3/2014

360

359

Victor Varisco and Donald Johnson

38XJU8

GSMC

Candlewood Suites Columbus

Dixon Management Group CW Columbus, LLC

Hospitality

4,165,000

1/30/2014

300

298

Otha C. Dixon and Bruce C. Dixon

8339

CGMRC

Grandview Marketplace

Sheridan Grandview LLC

Retail

4,000,000

12/16/2013

Howard S. Banchik, Howard S. Banchik, as Trustee of Howard and Jacqueline Banchik Family Trust U/T/A dated 12/31/1971, Steven J. Fogel, Steven J. Fogel, as Trustee of Steven J. Fogel 2006 Trust U/T/A dated 11/17/2006

MC0020E29

MC-FiveMile

Hillen & Belvedere Apartments

HB Owner, LLC

Multifamily

3,900,000

2/28/2014

360

Jacob Blumenfeld and S. Jason Reitberger

8346

CGMRC

Compass Self-Storage - Spring Hill, FL

Amsdell Storage Ventures XXIII, LLC

Self Storage

3,761,250

1/9/2014

360

358

Robert J. Amsdell and Barry L. Amsdell

MC0020D46

MC-FiveMile

Carlyn Estates MHP

Glucklich, LLC

Manufactured Housing

3,695,000

2/20/2014

360

359

Tonia Sonju

MC001F931

MC-FiveMile

Hillsdale Heights Apartments

Hillsdale Heights, LLC

Multifamily

3,600,000

2/26/2014

360

359

Farid Abu-Jame

SMF I

Lake Estates

CSC - Lake Estates, LLC

Manufactured Housing

3,500,000

3/12/2014

360

Louis Rogers

8446

CGMRC

Walnut Creek Apartments - Farmington Hills

Walnut Creek Apartment Associates, LLC

Multifamily

2,700,000

2/12/2014

360

359

Eric D. Siegel, Eric D. Siegel as Trustee of the Eric D. Siegel Living Trust dated August 31, 2000, as amended and restated on January 14, 2011, Donald E. Siegl, Donald E. Siegel as Trustee of the Siegel Family Trust Dated October 19, 2002, Donald E. Siegel and Patricia A. Siegel, Settlors and Trustees

MC0020D53

MC-FiveMile

Hi-Vue Estates MHC

Sartell MHP, LLC

Manufactured Housing

2,260,000

2/14/2014

300

299

David H. Reynolds

GC20 Supplemental Servicer Schedule


Control		Loan	Mortgage		Upfront RE	Ongoing RE	Upfront	Ongoing	Upfront	Ongoing	Replacement	Upfront	Ongoing		Upfront Debt
Number	Footnotes	Number	Loan Seller	Property Name	Tax Reserve ($)	Tax Reserve ($)	Insurance Reserve ($)	Insurance Reserve ($)	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)	Service Reserve ($)
1	4	2YLNZ1	GSMC	Newcastle Senior Housing Portfolio	0	346,784	189,009	36,856	0	81,564	0	0	0	0	0
1.01		2YLNZ1-1	GSMC	Orchid Terrace
1.02		2YLNZ1-2	GSMC	Village Gate of Farmington
1.03		2YLNZ1-3	GSMC	Lodge At Cold Spring
1.04		2YLNZ1-4	GSMC	The Manor At Oakridge
1.05		2YLNZ1-5	GSMC	Durham Regent
1.06		2YLNZ1-6	GSMC	Dogwood Estates
1.07		2YLNZ1-7	GSMC	Sheldon Oaks
1.08		2YLNZ1-8	GSMC	Jordan Oaks
1.09		2YLNZ1-9	GSMC	Sky Peaks
1.10		2YLNZ1-10	GSMC	The Westmont
1.11		2YLNZ1-11	GSMC	Pinewood Hills
1.12		2YLNZ1-14	GSMC	Hidden Lakes
1.13		2YLNZ1-12	GSMC	Walnut Woods
1.14		2YLNZ1-13	GSMC	Oakwood Hills
1.15		2YLNZ1-15	GSMC	Madison Estates
1.16		2YLNZ1-16	GSMC	Thornton Place
1.17		2YLNZ1-17	GSMC	Whiterock Court
1.18		2YLNZ1-18	GSMC	The Bentley
1.19		2YLNZ1-19	GSMC	Pueblo Regent
1.20		2YLNZ1-20	GSMC	Vista De La Montana
1.21		2YLNZ1-21	GSMC	Rock Creek
1.22		2YLNZ1-22	GSMC	Illahee Hills
1.23		2YLNZ1-23	GSMC	Palmer Hills
1.24		2YLNZ1-24	GSMC	Uffelman Estates
1.25		2YLNZ1-25	GSMC	The Regent
1.26		2YLNZ1-26	GSMC	The Fountains At Hidden Lakes
2		7626	CGMRC	Greene Town Center	2,811,015	401,574	0	0	0	15,235	0	0	54,717	0	0
3		MC0020842	MC-FiveMile	Chase Tower	788,330	197,082	0	0	0	6,492	0	0	53,557	2,570,720	0
4		2YQFQ9	GSMC	Three WestLake Park	462,441	231,221	0	0	0	6,995	0	0	8,333	500,000	0
5	5, 6	7309	CGMRC	Walgreens Shopping Center Portfolio #1	312,941	52,157	10,705	2,141	276,597	0	110,639	691,494	0	276,597	0
5.01		8394	CGMRC	Takoma Park
5.02		8381	CGMRC	Vienna
5.03		8395	CGMRC	Pikesville
6	7	2YBJ96	GSMC	Sheraton Suites Houston	250,421	62,605	0	0	0	41,667	0	0	0	0	0
7		8213	CGMRC	Greenville Center	138,079	17,260	0	0	0	2,277	54,752	0	11,386	273,262	0
8	8, 9	7314	CGMRC	Walgreens Shopping Center Portfolio #3	107,469	53,735	100,862	20,172	410,049	0	164,020	1,025,122	0	410,049	0
8.01		8402	CGMRC	Pompano Beach
8.02		8401	CGMRC	Florissant
8.03		8400	CGMRC	Gonzales
8.04		8386	CGMRC	Bristol
8.05		8398	CGMRC	Cambridge
9		7161	CGMRC	Amsdell Compass Self Storage Portfolio	88,872	29,624	0	0	0	6,456	0	0	0	0	0
9.01		8295	CGMRC	Cheval Lutz Self Storage
9.02		8298	CGMRC	University Parkway Sarasota Self Storage
9.03		8296	CGMRC	Cortez Bradenton Self Storage
9.04		8300	CGMRC	Waterford Lakes Orlando Self Storage
9.05		8297	CGMRC	Lockwood Sarasota Self Storage
9.06		8299	CGMRC	Meadow Woods Orlando Self Storage
9.07		8301	CGMRC	Jackson A & W Storage
10	10	1	RCMC	River Oaks	83,358	41,679	29,450	14,725	0	3,317	159,200	0	0	0	0
11	11	2YSRH2	GSMC	Oklahoma Hotel Portfolio	16,948	16,948	0	0	0	29,613	Norman Cap ($600,000); Durant Cap ($400,000)	0	0	0	0
11.01		2YSRH2-2	GSMC	Holiday Inn Stillwater
11.02		2YSRH2-1	GSMC	Hilton Garden Inn Norman
11.03		2YSRH2-3	GSMC	Hampton Inn & Suites Durant
12	12	7086	CGMRC	Prime Kurtell Medical Office Building Portfolio	41,905	41,905	11,015	3,672	150,000	4,037	0	600,000	0	600,000	0
12.01		8226	CGMRC	Cool Springs
12.02		8103	CGMRC	Mallory
12.03		8227	CGMRC	Harpeth
12.04		8228	CGMRC	Bellevue
12.05		8229	CGMRC	Lebanon
13	13, 14	7311	CGMRC	Walgreens Shopping Center Portfolio #2	46,580	46,580	25,549	5,110	313,354	0	125,341	783,384	0	313,354	0
13.01		8397	CGMRC	Austin
13.02		8399	CGMRC	Jacksonville
13.03		8383	CGMRC	Oxnard
13.04		8396	CGMRC	Puyallup

GC20 Supplemental Servicer Schedule


Control		Loan	Mortgage		Upfront RE	Ongoing RE	Upfront	Ongoing	Upfront	Ongoing	Replacement	Upfront	Ongoing		Upfront Debt
Number	Footnotes	Number	Loan Seller	Property Name	Tax Reserve ($)	Tax Reserve ($)	Insurance Reserve ($)	Insurance Reserve ($)	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)	Service Reserve ($)
14	15	2YF022	GSMC	Crossroads Shopping Center	18,522	18,522	58,142	5,286	0	4,555	109,321	500,000	18,220	437,284	0
15	16	2Y0SS6	GSMC	Shops at Shelby Crossing	109,379	21,876	9,333	9,333	0	3,906	0	25,000	25,000	1,300,000	0
16	17	2	RCMC	West Run Apartments	56,291	18,764	14,926	7,463	0	10,354	497,000	0	0	0	0
17		2YLWQ1	GSMC	Lodge at Bridgemill	44,533	14,844	54,775	7,397	0	4,313	0	0	0	0	0
18		8066	CGMRC	Norwalk Self Storage	49,131	12,283	0	0	0	2,450	150,000	0	0	0	0
19		1	SMF I	Burlington Office Center	356,308	59,385	22,399	2,489	0	7,197	0	250,000	16,392	1,000,000	0
20		MC001DFA3	MC-FiveMile	1650 Selwyn	0	0	4,908	1,227	0	5,051	0	0	0	0	0
21		3	RCMC	Preserve at Greenway Park II	32,853	8,213	23,603	1,967	0	3,000	72,000	0	0	0	0
22		2	SMF I	Baldwin Park Village	54,186	13,546	11,458	1,042	0	1,111	0	100,000	1,480	0	0
23		2Y05E4	GSMC	8860 Smith’s Mill Road	14,034	4,678	6,346	2,115	0	2,536	100,000	0	6,250	300,000	0
24		8457	CGMRC	Visalia Marketplace	55,321	18,440	15,796	3,159	0	2,510	0	0	4,333	0	0
25	18, 19	3	SMF I	Hermitage Towne Plaza	195,445	41,956	0	0	0	4,750	0	1,250,000	0	500,000	0
26		MC001F5D3	MC-FiveMile	WJ Management Multi Portfolio	51,520	17,173	35,383	8,846	0	8,770	0	0	0	0	0
26.01		MC001F5D3 - MC00202F3	MC-FiveMile	5644 Washington
26.02		MC001F5D3 - MC00202E6	MC-FiveMile	5032 Washington
26.03		MC001F5D3 - MC00202D8	MC-FiveMile	234 North Pine
26.04		MC001F5D3 - MC0020339	MC-FiveMile	4200 Washington
26.05		MC001F5D3 - MC0020370	MC-FiveMile	Essex King
26.06		MC001F5D3 - MC0020388	MC-FiveMile	WJ Management
26.07		MC001F5D3 - MC0020347	MC-FiveMile	4400 Washington
26.08		MC001F5D3 - MC0020396	MC-FiveMile	3352 Van Buren
26.09		MC001F5D3 - MC0020354	MC-FiveMile	Maypole
26.10		MC001F5D3 - MC0020321	MC-FiveMile	Congress 2007
26.11		MC001F5D3 - MC0020313	MC-FiveMile	Homan
26.12		MC001F5D3 - MC0020362	MC-FiveMile	Kingston
27		2YNIG5	GSMC	Covington Portfolio	29,644	14,822	31,401	2,855	0	8,275	0	300,000	0	300,000	0
27.01		2YNIG5-1	GSMC	6400 Augusta Road
27.02		2YNIG5-2	GSMC	6410 Augusta Road
27.03		2YNIG5-3	GSMC	1631 South Highway 14
27.04		2YNIG5-4	GSMC	1623 South Highway 14
27.05		2YNIG5-5	GSMC	1627 South Highway 14
28		MC0020CE5	MC-FiveMile	Brickhaven Apartments	113,249	28,312	227,148	20,650	0	19,500	0	0	0	0	0
29		2YO072	GSMC	Dickson City Commons	40,116	20,058	24,498	2,227	0	3,127	187,598	0	9,167	440,000	0
30		8225	CGMRC	Mooresville Crossing II	33,019	8,255	10,480	873	0	911	0	0	3,038	0	0
31		2YO1P1	GSMC	Willowick Apartments	32,235	16,117	19,360	6,453	0	7,280	0	0	0	0	0
32	20	2YQAX9	GSMC	Nut Tree Center Phase II	21,374	10,687	5,351	1,244	0	598	0	210,000	0	0	0
33	21	4	SMF I	Northgate Power Center	17,974	5,991	16,002	1,455	0	0	0	0	2,650	0	0
34		7239	CGMRC	Mini Storage Depot Portfolio	61,375	20,458	19,070	2,384	0	2,779	0	0	0	0	0
34.01		8353	CGMRC	Mini Storage Depot - Michigan City
34.02		8354	CGMRC	Mini Storage Depot - Hobart
34.03		8275	CGMRC	Mini Storage Depot - Brick
35		5	SMF I	ATK Building	64,030	21,343	4,009	2,005	0	1,170	42,120	0	0	0	0
36		MC0020BE6	MC-FiveMile	High Point Shopping Center	37,487	9,372	9,688	1,384	110,000	1,433	0	50,000	6,246	200,000	0
37	22	6	SMF I	Cambridge Center West	25,441	12,721	1,500	500	0	1,508	0	0	5,808	250,000	0
38		2Y2MZ4	GSMC	Jo-Ann Fabrics Columbia	63,319	9,046	0	0	0	1,339	0	0	9,583	230,000	0
39		7	SMF I	Olive Corporate Center	98,895	19,779	48,016	4,802	0	3,171	0	200,000	9,149	500,000	0
40		MC0020E11	MC-FiveMile	Magnolia Farms Townhomes	13,741	2,748	31,580	2,871	0	3,383	0	0	0	0	0
41	23	38XNN9	GSMC	Holiday Inn Brunswick	16,451	4,113	21,290	2,129	0	8,204	0	0	0	0	0
42	24	8	SMF I	Staybridge Suites Orlando Airport	65,515	13,103	7,917	7,917	200,000	11,084	0	0	0	0	0
43		7140	CGMRC	The Store House - Georgia	22,019	5,505	1,593	199	0	1,223	0	0	0	0	0
43.01		8164	CGMRC	The Store House - Mercer
43.02		8307	CGMRC	The Store House - Riverside
44	25, 26	9	SMF I	Waverly Plaza Shopping Center	16,758	5,586	0	0	0	2,928	0	300,000	0	300,000	0
45		MC00204C8	MC-FiveMile	Waterside Commons	28,343	14,171	6,764	3,382	0	497	50,000	0	3,315	150,000	0
46		MC001F5E1	MC-FiveMile	Imperial MHP	24,971	4,994	3,263	1,088	0	1,408	0	0	0	0	0
47		8405	CGMRC	Cape Fear Plaza	48,954	6,993	782	782	0	965	Greater of (i) sum of five years’ worth of the then applicable Replacement Reserve Monthly Deposits, or (ii) 57,921	0	5,322	155,000	0
48		2YEFB9	GSMC	Super Bi-Lo Center	24,691	8,230	1,005	1,005	0	916	0	0	2,500	60,000	0
49		MC0020D38	MC-FiveMile	Meadowbrook MHP	42,285	7,048	4,436	1,479	10,500	1,420	0	0	0	0	0
50		MC00211E5	MC-FiveMile	High Point Village Apartments	32,062	8,015	35,612	4,451	0	4,200	0	0	0	0	0
51		MC00206A0	MC-FiveMile	Regency Apartments	27,866	6,967	30,027	6,005	0	3,650	0	0	0	0	0
52		MC001EA40	MC-FiveMile	2800 West Trenton	26,171	8,724	5,616	2,808	0	984	0	150,000	5,000	0	0
53		2Y3FV9	GSMC	Normandy Plaza	44,461	6,352	6,493	812	0	391	0	100,000	2,083	175,000	0
54		10	SMF I	Cordova Court Apartments	14,839	3,710	32,230	7,406	0	3,719	0	0	0	0	0
55	27	38XJU8	GSMC	Candlewood Suites Columbus	34,392	6,878	26,306	2,923	0	5,584	0	0	0	0	0
56		8339	CGMRC	Grandview Marketplace	69,715	6,972	0	0	0	0	16,200	0	0	120,200	0
57		MC0020E29	MC-FiveMile	Hillen & Belvedere Apartments	37,222	4,653	32,842	2,737	0	1,750	0	0	0	0	0
58		8346	CGMRC	Compass Self-Storage - Spring Hill, FL	29,253	7,313	0	0	0	1,341	0	0	0	0	0
59		MC0020D46	MC-FiveMile	Carlyn Estates MHP	8,247	4,123	4,548	1,516	0	463	0	0	0	0	0
60		MC001F931	MC-FiveMile	Hillsdale Heights Apartments	50,955	8,492	17,100	1,710	0	1,725	0	0	0	0	0
61		11	SMF I	Lake Estates	0	1,951	2,003	1,001	0	546	0	0	0	0	0
62		8446	CGMRC	Walnut Creek Apartments - Farmington Hills	24,417	4,070	0	0	0	1,560	0	0	0	0	0
63		MC0020D53	MC-FiveMile	Hi-Vue Estates MHC	37,665	3,767	7,448	931	20,000	679	0	0	0	0	0

GC20 Supplemental Servicer Schedule

Grace

Control

Loan

Mortgage

Ongoing Debt

Upfront Deferred

Ongoing Deferred

Upfront

Ongoing

Upfront

Ongoing

Other Reserve

Period-

Residual Value

Lease Enhancement

Number

Footnotes

Number

Loan Seller

Property Name

Service Reserve ($)

Maintenance Reserve ($)

Environmental Reserve ($)

Other Reserve ($)

Description

Default

Late Fee

Insurance

2YLNZ1

GSMC

Newcastle Senior Housing Portfolio

652,265

1.01

2YLNZ1-1

GSMC

Orchid Terrace

1.02

2YLNZ1-2

GSMC

Village Gate of Farmington

1.03

2YLNZ1-3

GSMC

Lodge At Cold Spring

1.04

2YLNZ1-4

GSMC

The Manor At Oakridge

1.05

2YLNZ1-5

GSMC

Durham Regent

1.06

2YLNZ1-6

GSMC

Dogwood Estates

1.07

2YLNZ1-7

GSMC

Sheldon Oaks

1.08

2YLNZ1-8

GSMC

Jordan Oaks

1.09

2YLNZ1-9

GSMC

Sky Peaks

1.10

2YLNZ1-10

GSMC

The Westmont

1.11

2YLNZ1-11

GSMC

Pinewood Hills

1.12

2YLNZ1-14

GSMC

Hidden Lakes

1.13

2YLNZ1-12

GSMC

Walnut Woods

1.14

2YLNZ1-13

GSMC

Oakwood Hills

1.15

2YLNZ1-15

GSMC

Madison Estates

1.16

2YLNZ1-16

GSMC

Thornton Place

1.17

2YLNZ1-17

GSMC

Whiterock Court

1.18

2YLNZ1-18

GSMC

The Bentley

1.19

2YLNZ1-19

GSMC

Pueblo Regent

1.20

2YLNZ1-20

GSMC

Vista De La Montana

1.21

2YLNZ1-21

GSMC

Rock Creek

1.22

2YLNZ1-22

GSMC

Illahee Hills

1.23

2YLNZ1-23

GSMC

Palmer Hills

1.24

2YLNZ1-24

GSMC

Uffelman Estates

1.25

2YLNZ1-25

GSMC

The Regent

1.26

2YLNZ1-26

GSMC

The Fountains At Hidden Lakes

7626

CGMRC

Greene Town Center

834,540

Unfunded Landlord Obligations Reserve ($475,936); Fair Housing Repair Reserve ($358,604)

MC0020842

MC-FiveMile

Chase Tower

2YQFQ9

GSMC

Three WestLake Park

1,219,000

Unfunded Obligations

5, 6

7309

CGMRC

Walgreens Shopping Center Portfolio #1

622,725

300,625

135,222

Unfunded Free Rent Reserve ($99,802.78); Unfunded TI/LC Reserve ($35,419)

5.01

8394

CGMRC

Takoma Park

5.02

8381

CGMRC

Vienna

5.03

8395

CGMRC

Pikesville

2YBJ96

GSMC

Sheraton Suites Houston

8213

CGMRC

Greenville Center

28,050

361,876

Closing Unfunded Leasing Costs Reserve ($191,880); Free Rent Reserve ($169,995.71)

8, 9

7314

CGMRC

Walgreens Shopping Center Portfolio #3

402,395

50,000

223,079

Unfunded TI/LC Reserve ($200,000); Unfunded Free Rent Reserve ($23,079.45)

8.01

8402

CGMRC

Pompano Beach

8.02

8401

CGMRC

Florissant

8.03

8400

CGMRC

Gonzales

8.04

8386

CGMRC

Bristol

8.05

8398

CGMRC

Cambridge

7161

CGMRC

Amsdell Compass Self Storage Portfolio

123,638

706,260

Property Costs Reserve ($700,000); U-Haul Reserve ($6,260)

9.01

8295

CGMRC

Cheval Lutz Self Storage

9.02

8298

CGMRC

University Parkway Sarasota Self Storage

9.03

8296

CGMRC

Cortez Bradenton Self Storage

9.04

8300

CGMRC

Waterford Lakes Orlando Self Storage

9.05

8297

CGMRC

Lockwood Sarasota Self Storage

9.06

8299

CGMRC

Meadow Woods Orlando Self Storage

9.07

8301

CGMRC

Jackson A & W Storage

RCMC

River Oaks

50,000

GCS Litigation Reserve

2YSRH2

GSMC

Oklahoma Hotel Portfolio

11.01

2YSRH2-2

GSMC

Holiday Inn Stillwater

11.02

2YSRH2-1

GSMC

Hilton Garden Inn Norman

11.03

2YSRH2-3

GSMC

Hampton Inn & Suites Durant

7086

CGMRC

Prime Kurtell Medical Office Building Portfolio

74,449

1,038,492

Holdback Reserve ($1,000,000); Outstanding TI Reserve ($38,492)

12.01

8226

CGMRC

Cool Springs

12.02

8103

CGMRC

Mallory

12.03

8227

CGMRC

Harpeth

12.04

8228

CGMRC

Bellevue

12.05

8229

CGMRC

Lebanon

13, 14

7311

CGMRC

Walgreens Shopping Center Portfolio #2

224,880

25,475

Unfunded TI/LC Reserve ($18,820.57); Unfunded Free Rent Reserve ($6,654.25)

13.01

8397

CGMRC

Austin

13.02

8399

CGMRC

Jacksonville

13.03

8383

CGMRC

Oxnard

13.04

8396

CGMRC

Puyallup

GC20 Supplemental Servicer Schedule


													Grace	Grace
Control		Loan	Mortgage		Ongoing Debt	Upfront Deferred	Ongoing Deferred	Upfront	Ongoing	Upfront	Ongoing	Other Reserve	Period-	Period-	Residual Value	Lease Enhancement
Number	Footnotes	Number	Loan Seller	Property Name	Service Reserve ($)	Maintenance Reserve ($)	Maintenance Reserve ($)	Environmental Reserve ($)	Environmental Reserve ($)	Other Reserve ($)	Other Reserve ($)	Description	Default	Late Fee	Insurance	Insurance
14	15	2YF022	GSMC	Crossroads Shopping Center	0	0	0	0	0	0	0		5	5	No	No
15	16	2Y0SS6	GSMC	Shops at Shelby Crossing	0	23,434	0	0	0	1,588,000	0	Ulta Earnout Reserve	0	0	No	No
16	17	2	RCMC	West Run Apartments	0	0	0	0	0	0	0		0	0	No	No
17		2YLWQ1	GSMC	Lodge at Bridgemill	0	0	0	0	0	0	0		0	0	No	No
18		8066	CGMRC	Norwalk Self Storage	0	0	0	0	0	0	0		0	0	No	No
19		1	SMF I	Burlington Office Center	0	0	0	0	0	90,740	0	vAuto Rent Concession Reserve ($62,755.63); Whole Brain Rent Concession Reserve ($27,984)	0	0	No	No
20		MC001DFA3	MC-FiveMile	1650 Selwyn	0	8,500	0	0	0	68,125	0	Building Code Violation Replacement Reserve	0	0	No	No
21		3	RCMC	Preserve at Greenway Park II	0	100,000	0	0	0	0	0		0	0	No	No
22		2	SMF I	Baldwin Park Village	0	0	0	0	0	0	0		0	0	No	No
23		2Y05E4	GSMC	8860 Smith’s Mill Road	0	0	0	0	0	392,715	0	Unfunded Obligations ($288,600); LT Furniture Reserve ($104,114.50)	0	0	No	No
24		8457	CGMRC	Visalia Marketplace	0	105,163	0	0	0	0	0		0	0	No	No
25	18, 19	3	SMF I	Hermitage Towne Plaza	0	0	0	0	0	2,244,150	0	SMC Clearing Account Reserve	0	0	No	No
26		MC001F5D3	MC-FiveMile	WJ Management Multi Portfolio	0	213,204	0	10,000	0	100,000	0	Building Code Violation Replacement Reserve	0	0	No	No
26.01		MC001F5D3 - MC00202F3	MC-FiveMile	5644 Washington											No	No
26.02		MC001F5D3 - MC00202E6	MC-FiveMile	5032 Washington											No	No
26.03		MC001F5D3 - MC00202D8	MC-FiveMile	234 North Pine											No	No
26.04		MC001F5D3 - MC0020339	MC-FiveMile	4200 Washington											No	No
26.05		MC001F5D3 - MC0020370	MC-FiveMile	Essex King											No	No
26.06		MC001F5D3 - MC0020388	MC-FiveMile	WJ Management											No	No
26.07		MC001F5D3 - MC0020347	MC-FiveMile	4400 Washington											No	No
26.08		MC001F5D3 - MC0020396	MC-FiveMile	3352 Van Buren											No	No
26.09		MC001F5D3 - MC0020354	MC-FiveMile	Maypole											No	No
26.10		MC001F5D3 - MC0020321	MC-FiveMile	Congress 2007											No	No
26.11		MC001F5D3 - MC0020313	MC-FiveMile	Homan											No	No
26.12		MC001F5D3 - MC0020362	MC-FiveMile	Kingston											No	No
27		2YNIG5	GSMC	Covington Portfolio	0	0	0	0	0	0	0		0	0	No	No
27.01		2YNIG5-1	GSMC	6400 Augusta Road											No	No
27.02		2YNIG5-2	GSMC	6410 Augusta Road											No	No
27.03		2YNIG5-3	GSMC	1631 South Highway 14											No	No
27.04		2YNIG5-4	GSMC	1623 South Highway 14											No	No
27.05		2YNIG5-5	GSMC	1627 South Highway 14											No	No
28		MC0020CE5	MC-FiveMile	Brickhaven Apartments	0	53,500	0	0	0	500,000	0	Debt Yield Holdback Reserve	0	0	No	No
29		2YO072	GSMC	Dickson City Commons	0	57,578	0	0	0	0	0		0	0	No	No
30		8225	CGMRC	Mooresville Crossing II	0	0	0	0	0	0	0		0	0	No	No
31		2YO1P1	GSMC	Willowick Apartments	0	0	0	0	0	0	0		0	0	No	No
32	20	2YQAX9	GSMC	Nut Tree Center Phase II	0	0	0	0	0	140,603	0	Unfunded Obligations	0	0	No	No
33	21	4	SMF I	Northgate Power Center	0	0	0	0	0	1,331,000	0	HHGregg TI/LC Reserve ($863,000); DSW Shoes TI/LC Reserve ($468,000)	0	0	No	No
34		7239	CGMRC	Mini Storage Depot Portfolio	0	31,981	0	0	0	0	0		0	0	No	No
34.01		8353	CGMRC	Mini Storage Depot - Michigan City											No	No
34.02		8354	CGMRC	Mini Storage Depot - Hobart											No	No
34.03		8275	CGMRC	Mini Storage Depot - Brick											No	No
35		5	SMF I	ATK Building	0	165,875	0	0	0	0	0		0	0	No	No
36		MC0020BE6	MC-FiveMile	High Point Shopping Center	0	8,750	0	0	0	91,275	0	Planet Fitness Reserve	0	0	No	No
37	22	6	SMF I	Cambridge Center West	0	25,687	0	0	0	0	0		0	0	No	No
38		2Y2MZ4	GSMC	Jo-Ann Fabrics Columbia	0	6,600	0	0	0	0	0		0	0	No	No
39		7	SMF I	Olive Corporate Center	0	0	0	0	0	1,661,383	0	Lutheran Services TI/LC Reserve ($684,993); Additional Unpaid TI/LC Reserve ($585,223.50); Lutheran Services Rent Reserve ($391,166.50)	0	0	No	No
40		MC0020E11	MC-FiveMile	Magnolia Farms Townhomes	0	123,000	0	0	0	0	0		0	0	No	No
41	23	38XNN9	GSMC	Holiday Inn Brunswick	0	33,000	0	0	0	250,000	0	PIP Reserve	0	0	No	No
42	24	8	SMF I	Staybridge Suites Orlando Airport	0	0	0	0	0	0	0		0	0	No	No
43		7140	CGMRC	The Store House - Georgia	0	54,088	0	0	0	0	0		0	0	No	No
43.01		8164	CGMRC	The Store House - Mercer											No	No
43.02		8307	CGMRC	The Store House - Riverside											No	No
44	25, 26	9	SMF I	Waverly Plaza Shopping Center	0	16,875	0	0	0	1,796,209	0	SMC Clearing Account Reserve ($1,703,136.36); Sears Holdback Rent Reimbursement and Concessions ($93,073)	0	0	No	No
45		MC00204C8	MC-FiveMile	Waterside Commons	0	25,000	0	0	0	79,294	0	Strong Martial Arts Allowance Reserve ($70,550); Free Rent Reserve (8,743.61)	0	10	No	No
46		MC001F5E1	MC-FiveMile	Imperial MHP	0	72,606	0	0	0	0	0		0	0	No	No
47		8405	CGMRC	Cape Fear Plaza	0	17,188	0	0	0	11,498	0	Rainbow Abatement Reserve	0	0	No	No
48		2YEFB9	GSMC	Super Bi-Lo Center	0	17,787	0	0	0	0	0		0	0	No	No
49		MC0020D38	MC-FiveMile	Meadowbrook MHP	0	119,063	0	0	0	200,000	0	Debt Yield Holdback Reserve	0	0	No	No
50		MC00211E5	MC-FiveMile	High Point Village Apartments	0	300,500	0	0	0	200,000	0	Debt Yield Holdback Reserve	0	0	No	No
51		MC00206A0	MC-FiveMile	Regency Apartments	0	15,313	0	0	0	0	0		0	0	No	No
52		MC001EA40	MC-FiveMile	2800 West Trenton	0	6,250	0	0	0	150,000	0	Trigger Tenant Rollover Reserve Account	0	0	No	No
53		2Y3FV9	GSMC	Normandy Plaza	0	0	0	0	0	0	0		0	5 days grace, once per calendar year	No	No
54		10	SMF I	Cordova Court Apartments	0	31,281	0	0	0	0	0		0	0	No	No
55	27	38XJU8	GSMC	Candlewood Suites Columbus	0	0	0	0	0	0	0		0	0	No	No
56		8339	CGMRC	Grandview Marketplace	0	0	0	0	0	0	0		0	0	No	No
57		MC0020E29	MC-FiveMile	Hillen & Belvedere Apartments	0	92,188	0	0	0	0	0		0	0	No	No
58		8346	CGMRC	Compass Self-Storage - Spring Hill, FL	0	13,750	0	0	0	86,250	0	Property Cost Reserve	0	0	No	No
59		MC0020D46	MC-FiveMile	Carlyn Estates MHP	0	125	0	0	0	0	0		0	0	No	No
60		MC001F931	MC-FiveMile	Hillsdale Heights Apartments	0	20,125	0	0	0	165,000	1,400	Cash Collateral Reserve	0	0	No	No
61		11	SMF I	Lake Estates	0	195,532	0	0	0	0	0		0	0	No	No
62		8446	CGMRC	Walnut Creek Apartments - Farmington Hills	0	0	0	0	0	0	0		0	0	No	No
63		MC0020D53	MC-FiveMile	Hi-Vue Estates MHC	0	2,125	0	0	0	0	0		0	0	No	No

GC20 Supplemental Servicer Schedule

Monthly

Interest

Companion Loan

Control

Loan

Mortgage

Environmental

O&M

Cash

Units, Pads,

Unit

Debt

Accrual

Administrative

Ground

Companion

Monthly Debt

Interest Accrual

Number

Footnotes

Number

Loan Seller

Property Name

Insurance

Required

Management

Lockbox

Rooms, Sq Ft

Description

Service ($) (1)

Method

Fee Rate (%) (2)

Lease Y/N

Prepayment Provision (3)

Loan Flag

Service ($)

Method

2YLNZ1

GSMC

Newcastle Senior Housing Portfolio

None

In Place

Hard

3,002

Units

651,972.93

Actual/360

0.01470%

Lockout/5_>YM or 1%/111_0%/4

Yes

1,350,904.50

Actual/360

1.01

2YLNZ1-1

GSMC

Orchid Terrace

None

117

Units

1.02

2YLNZ1-2

GSMC

Village Gate of Farmington

None

164

Units

1.03

2YLNZ1-3

GSMC

Lodge At Cold Spring

None

112

Units

Yes

1.04

2YLNZ1-4

GSMC

The Manor At Oakridge

None

115

Units

1.05

2YLNZ1-5

GSMC

Durham Regent

None

123

Units

1.06

2YLNZ1-6

GSMC

Dogwood Estates

None

118

Units

1.07

2YLNZ1-7

GSMC

Sheldon Oaks

None

111

Units

1.08

2YLNZ1-8

GSMC

Jordan Oaks

None

117

Units

1.09

2YLNZ1-9

GSMC

Sky Peaks

None

121

Units

1.10

2YLNZ1-10

GSMC

The Westmont

None

137

Units

Yes

1.11

2YLNZ1-11

GSMC

Pinewood Hills

None

117

Units

1.12

2YLNZ1-14

GSMC

Hidden Lakes

None

135

Units

1.13

2YLNZ1-12

GSMC

Walnut Woods

None

113

Units

1.14

2YLNZ1-13

GSMC

Oakwood Hills

None

116

Units

1.15

2YLNZ1-15

GSMC

Madison Estates

None

160

Units

1.16

2YLNZ1-16

GSMC

Thornton Place

None

121

Units

1.17

2YLNZ1-17

GSMC

Whiterock Court

None

117

Units

1.18

2YLNZ1-18

GSMC

The Bentley

None

118

Units

1.19

2YLNZ1-19

GSMC

Pueblo Regent

None

Units

1.20

2YLNZ1-20

GSMC

Vista De La Montana

None

115

Units

1.21

2YLNZ1-21

GSMC

Rock Creek

None

110

Units

1.22

2YLNZ1-22

GSMC

Illahee Hills

None

109

Units

1.23

2YLNZ1-23

GSMC

Palmer Hills

None

106

Units

1.24

2YLNZ1-24

GSMC

Uffelman Estates

None

109

Units

1.25

2YLNZ1-25

GSMC

The Regent

None

Units

1.26

2YLNZ1-26

GSMC

The Fountains At Hidden Lakes

None

Units

7626

CGMRC

Greene Town Center

None

Springing

Hard

709,977

483,139.46

Actual/360

0.01470%

>YM or 1%/117_0%/3

Yes

253,648.22

Actual/360

MC0020842

MC-FiveMile

Chase Tower

Asbestos

Springing

Hard

389,503

442,877.84

Actual/360

0.01470%

Lockout/25_>YM or 1%/55_0%/4

2YQFQ9

GSMC

Three WestLake Park

None

In Place

Hard

419,671

412,341.65

Actual/360

0.02470%

Lockout/11_>YM or 1%/105_0%/4

5, 6

7309

CGMRC

Walgreens Shopping Center Portfolio #1

Yes

Asbestos

In Place

Hard

173,012

260,871.34

Actual/360

0.01470%

Lockout/27_Defeasance/53_0%/4

5.01

8394

CGMRC

Takoma Park

Yes

Asbestos

123,036

5.02

8381

CGMRC

Vienna

Yes

Asbestos

24,500

5.03

8395

CGMRC

Pikesville

Yes

Asbestos

25,476

2YBJ96

GSMC

Sheraton Suites Houston

None

Springing

Hard

283

Rooms

217,989.19

Actual/360

0.02470%

Lockout/11_>YM or 1%/105_0%/4

8213

CGMRC

Greenville Center

Asbestos

Springing

Hard

136,631

201,078.99

Actual/360

0.01470%

Lockout/25_>YM or 1%/91_0%/4

8, 9

7314

CGMRC

Walgreens Shopping Center Portfolio #3

Yes

Various

In Place

Hard

256,486

167,362.11

Actual/360

0.01470%

Lockout/27_Defeasance/53_0%/4

8.01

8402

CGMRC

Pompano Beach

Yes

Asbestos

58,382

8.02

8401

CGMRC

Florissant

Yes

Asbestos

91,168

8.03

8400

CGMRC

Gonzales

Yes

None

14,728

8.04

8386

CGMRC

Bristol

Yes

Asbestos

30,090

8.05

8398

CGMRC

Cambridge

Yes

Asbestos

62,118

7161

CGMRC

Amsdell Compass Self Storage Portfolio

Various

Springing

448,629

165,104.11

Actual/360

0.03470%

Lockout/27_Defeasance/89_0%/4

9.01

8295

CGMRC

Cheval Lutz Self Storage

None

56,394

9.02

8298

CGMRC

University Parkway Sarasota Self Storage

None

76,315

9.03

8296

CGMRC

Cortez Bradenton Self Storage

None

54,339

9.04

8300

CGMRC

Waterford Lakes Orlando Self Storage

None

74,530

9.05

8297

CGMRC

Lockwood Sarasota Self Storage

None

40,619

9.06

8299

CGMRC

Meadow Woods Orlando Self Storage

None

76,761

9.07

8301

CGMRC

Jackson A & W Storage

Asbestos

69,671

RCMC

River Oaks

Asbestos

Springing

Soft Springing

199

Units

154,598.02

Actual/360

0.01470%

Yes

Lockout/24_Defeasance/92_0%/4

2YSRH2

GSMC

Oklahoma Hotel Portfolio

None

Springing

Hard

320

Rooms

167,627.34

Actual/360

0.01470%

Lockout/24_Defeasance/92_0%/4

11.01

2YSRH2-2

GSMC

Holiday Inn Stillwater

None

120

Rooms

11.02

2YSRH2-1

GSMC

Hilton Garden Inn Norman

None

121

Rooms

11.03

2YSRH2-3

GSMC

Hampton Inn & Suites Durant

None

Rooms

7086

CGMRC

Prime Kurtell Medical Office Building Portfolio

Various

Springing

191,508

155,617.47

Actual/360

0.03970%

Lockout/26_Defeasance/91_0%/3

12.01

8226

CGMRC

Cool Springs

None

54,247

12.02

8103

CGMRC

Mallory

None

45,072

12.03

8227

CGMRC

Harpeth

None

23,482

12.04

8228

CGMRC

Bellevue

Asbestos

40,468

12.05

8229

CGMRC

Lebanon

None

28,239

13, 14

7311

CGMRC

Walgreens Shopping Center Portfolio #2

Yes

Various

In Place

Hard

196,003

151,480.64

Actual/360

0.01470%

Lockout/27_Defeasance/53_0%/4

13.01

8397

CGMRC

Austin

Yes

None

76,128

13.02

8399

CGMRC

Jacksonville

Yes

Asbestos

61,754

13.03

8383

CGMRC

Oxnard

Yes

None

35,070

13.04

8396

CGMRC

Puyallup

Yes

None

23,051

GC20 Supplemental Servicer Schedule

Monthly

Interest

Companion Loan

Control

Loan

Mortgage

Environmental

O&M

Cash

Units, Pads,

Unit

Debt

Accrual

Administrative

Ground

Companion

Monthly Debt

Interest Accrual

Number

Footnotes

Number

Loan Seller

Property Name

Insurance

Required

Management

Lockbox

Rooms, Sq Ft

Description

Service ($) (1)

Method

Fee Rate (%) (2)

Lease Y/N

Prepayment Provision (3)

Loan Flag

Service ($)

Method

2YF022

GSMC

Crossroads Shopping Center

Asbestos

Springing

218,642

103,862.78

Actual/360

0.01470%

Lockout/24_Defeasance/91_0%/5

2Y0SS6

GSMC

Shops at Shelby Crossing

None

In Place

Hard

236,098

129,460.25

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

RCMC

West Run Apartments

None

Springing

Soft Springing

322

Units

130,002.48

Actual/360

0.03970%

Lockout/24_Defeasance/92_0%/4

2YLWQ1

GSMC

Lodge at Bridgemill

None

Springing

150

Units

131,475.64

Actual/360

0.04970%

Lockout/26_Defeasance/90_0%/4

8066

CGMRC

Norwalk Self Storage

Yes

None

Springing

97,985

124,328.86

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

SMF I

Burlington Office Center

Asbestos

Springing

Soft

196,699

114,074.59

Actual/360

0.05970%

Lockout/25_Defeasance/91_0%/4

MC001DFA3

MC-FiveMile

1650 Selwyn

Asbestos/Lead Based Paint

Springing

124,250

118,183.77

Actual/360

0.01470%

Lockout/27_Defeasance/89_0%/4

RCMC

Preserve at Greenway Park II

None

Springing

160

Units

88,475.23

Actual/360

0.03970%

Lockout/26_Defeasance or >YM or 1%/90_0%/4

SMF I

Baldwin Park Village

None

In Place

Hard

88,924

89,968.81

Actual/360

0.01470%

Lockout/26_Defeasance/90_0%/4

2Y05E4

GSMC

8860 Smith’s Mill Road

None

Springing

304,318

88,379.03

Actual/360

0.04470%

Lockout/23_>YM or 1%/94_0%/3

8457

CGMRC

Visalia Marketplace

Asbestos

Springing

Hard

200,794

80,150.19

Actual/360

0.01470%

Lockout/24_>YM or 1%/29_0%/7

18, 19

SMF I

Hermitage Towne Plaza

Yes

None

Springing

Hard

380,033

83,122.89

Actual/360

0.05470%

Lockout/25_Defeasance/91_0%/4

MC001F5D3

MC-FiveMile

WJ Management Multi Portfolio

Asbestos/Lead Based Paint

Springing

332

Units

83,353.58

Actual/360

0.01470%

Lockout/26_Defeasance/30_0%/4

26.01

MC001F5D3 - MC00202F3

MC-FiveMile

5644 Washington

Asbestos/Lead Based Paint

Units

26.02

MC001F5D3 - MC00202E6

MC-FiveMile

5032 Washington

Asbestos/Lead Based Paint

Units

26.03

MC001F5D3 - MC00202D8

MC-FiveMile

234 North Pine

Asbestos/Lead Based Paint

Units

26.04

MC001F5D3 - MC0020339

MC-FiveMile

4200 Washington

Asbestos/Lead Based Paint

Units

26.05

MC001F5D3 - MC0020370

MC-FiveMile

Essex King

Asbestos/Lead Based Paint

Units

26.06

MC001F5D3 - MC0020388

MC-FiveMile

WJ Management

Asbestos/Lead Based Paint

Units

26.07

MC001F5D3 - MC0020347

MC-FiveMile

4400 Washington

Asbestos/Lead Based Paint

Units

26.08

MC001F5D3 - MC0020396

MC-FiveMile

3352 Van Buren

Asbestos/Lead Based Paint

Units

26.09

MC001F5D3 - MC0020354

MC-FiveMile

Maypole

Asbestos/Lead Based Paint

Units

26.10

MC001F5D3 - MC0020321

MC-FiveMile

Congress 2007

Asbestos/Lead Based Paint

Units

26.11

MC001F5D3 - MC0020313

MC-FiveMile

Homan

Asbestos/Lead Based Paint

Units

26.12

MC001F5D3 - MC0020362

MC-FiveMile

Kingston

Asbestos/Lead Based Paint

Units

2YNIG5

GSMC

Covington Portfolio

Various

In Place

Hard

662,000

82,749.11

Actual/360

0.05470%

Lockout/26_Defeasance/90_0%/4

27.01

2YNIG5-1

GSMC

6400 Augusta Road

None

190,000

27.02

2YNIG5-2

GSMC

6410 Augusta Road

None

170,000

27.03

2YNIG5-3

GSMC

1631 South Highway 14

Asbestos

100,000

27.04

2YNIG5-4

GSMC

1623 South Highway 14

Asbestos

122,000

27.05

2YNIG5-5

GSMC

1627 South Highway 14

Asbestos

80,000

MC0020CE5

MC-FiveMile

Brickhaven Apartments

Asbestos/Lead Based Paint

Springing

780

Units

72,553.45

Actual/360

0.01470%

Lockout/25_Defeasance/88_0%/7

2YO072

GSMC

Dickson City Commons

None

Springing

110,352

72,512.18

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

8225

CGMRC

Mooresville Crossing II

None

Springing

Soft Springing

72,903

56,898.22

Actual/360

0.04470%

Lockout/25_Defeasance/92_0%/3

2YO1P1

GSMC

Willowick Apartments

Asbestos

None

320

Units

54,022.75

Actual/360

0.05470%

Lockout/26_Defeasance/90_0%/4

2YQAX9

GSMC

Nut Tree Center Phase II

None

Springing

Hard

47,811

55,289.36

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

SMF I

Northgate Power Center

Asbestos

In Place

Hard

106,015

53,804.46

Actual/360

0.01470%

Lockout/26_Defeasance/90_0%/4

7239

CGMRC

Mini Storage Depot Portfolio

None

Springing

228,630

51,288.75

Actual/360

0.04470%

Lockout/27_Defeasance/89_0%/4

34.01

8353

CGMRC

Mini Storage Depot - Michigan City

None

71,175

34.02

8354

CGMRC

Mini Storage Depot - Hobart

None

79,615

34.03

8275

CGMRC

Mini Storage Depot - Brick

None

77,840

SMF I

ATK Building

None

In Place

Hard

123,200

52,258.20

Actual/360

0.01470%

Lockout/13_>YM or 1%/42_0%/5

MC0020BE6

MC-FiveMile

High Point Shopping Center

None

Springing

Hard

86,004

38,366.79

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

SMF I

Cambridge Center West

None

Springing

74,209

39,810.54

Actual/360

0.01470%

Lockout/25_Defeasance/90_0%/5

2Y2MZ4

GSMC

Jo-Ann Fabrics Columbia

Yes

None

Springing

45,218

39,130.00

Actual/360

0.01470%

Lockout/26_Defeasance/90_0%/4

SMF I

Olive Corporate Center

Asbestos

Springing

Soft Springing

146,372

39,382.55

Actual/360

0.05470%

Lockout/24_Defeasance/92_0%/4

MC0020E11

MC-FiveMile

Magnolia Farms Townhomes

Asbestos/Lead Based Paint/Moisture Management

Springing

116

Units

38,351.32

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

38XNN9

GSMC

Holiday Inn Brunswick

None

Springing

103

Rooms

41,176.56

Actual/360

0.01470%

Lockout/26_Defeasance/90_0%/4

SMF I

Staybridge Suites Orlando Airport

None

Springing

Soft

135

Rooms

40,075.84

Actual/360

0.01470%

Lockout/25_Defeasance/90_0%/5

7140

CGMRC

The Store House - Georgia

Various

Springing

146,701

37,108.05

Actual/360

0.06470%

Lockout/26_Defeasance/91_0%/3

43.01

8164

CGMRC

The Store House - Mercer

None

99,950

43.02

8307

CGMRC

The Store House - Riverside

Asbestos

46,751

25, 26

SMF I

Waverly Plaza Shopping Center

None

Springing

Hard

219,629

35,084.34

Actual/360

0.05470%

Lockout/25_Defeasance/91_0%/4

MC00204C8

MC-FiveMile

Waterside Commons

None

Springing

Hard

39,779

34,007.14

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

MC001F5E1

MC-FiveMile

Imperial MHP

None

Springing

338

Pads

36,057.91

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

8405

CGMRC

Cape Fear Plaza

Asbestos

Springing

115,842

33,739.30

Actual/360

0.06970%

Lockout/25_Defeasance/92_0%/3

2YEFB9

GSMC

Super Bi-Lo Center

None

Springing

54,934

29,544.74

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

MC0020D38

MC-FiveMile

Meadowbrook MHP

Asbestos

Springing

Soft

200

Pads

28,910.89

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

MC00211E5

MC-FiveMile

High Point Village Apartments

Asbestos

Springing

Soft

168

Units

28,389.45

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

MC00206A0

MC-FiveMile

Regency Apartments

Asbestos/Lead Based Paint

Springing

Soft

146

Units

29,226.30

Actual/360

0.01470%

Lockout/27_Defeasance/89_0%/4

MC001EA40

MC-FiveMile

2800 West Trenton

None

Springing

Hard

59,020

26,554.23

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

2Y3FV9

GSMC

Normandy Plaza

None

Springing

15,648

24,900.29

Actual/360

0.07970%

Lockout/25_Defeasance/91_0%/4

SMF I

Cordova Court Apartments

Asbestos/Lead Based Paint

Springing

156

Units

23,693.31

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

38XJU8

GSMC

Candlewood Suites Columbus

None

Springing

Rooms

24,623.17

Actual/360

0.01470%

Lockout/26_Defeasance/90_0%/4

8339

CGMRC

Grandview Marketplace

None

Springing

Hard

27,017

16,526.39

Actual/360

0.04470%

Lockout/27_Defeasance/89_0%/4

MC0020E29

MC-FiveMile

Hillen & Belvedere Apartments

Asbestos/Lead Based Paint/Moisture Management

Springing

Units

21,246.99

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

8346

CGMRC

Compass Self-Storage - Spring Hill, FL

None

Springing

89,875

20,933.14

Actual/360

0.06470%

Lockout/26_Defeasance/90_0%/4

MC0020D46

MC-FiveMile

Carlyn Estates MHP

Asbestos/Lead Based Paint

Springing

Soft

111

Pads

21,037.80

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

MC001F931

MC-FiveMile

Hillsdale Heights Apartments

None

Springing

Soft

Units

19,879.33

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

SMF I

Lake Estates

Asbestos

None

124

Pads

19,067.81

Actual/360

0.01470%

Lockout/24_Defeasance/91_0%/5

8446

CGMRC

Walnut Creek Apartments - Farmington Hills

Asbestos

Springing

Units

14,709.46

Actual/360

0.05970%

Lockout/25_Defeasance/91_0%/4

MC0020D53

MC-FiveMile

Hi-Vue Estates MHC

Asbestos

Springing

162

Pads

14,368.42

Actual/360

0.01470%

Lockout/25_Defeasance/91_0%/4

1	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.
2	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.
3	The open period is inclusive of the Maturity Date.
4	The Mortgage Loan Rate for the Newcastle Senior Housing Portfolio Mortgage Loan is 4.0000% from the origination date through January 5, 2019. From and after January 6, 2019, the Newcastle Senior Housing Portfolio Mortgage Loan Rate will be 4.9900%. The Companion Loan Monthly Debt Service shown is based on the 4.9900% Mortgage Loan Rate.
5	The Ongoing Replacement Reserve payment of $2,163 will resume if the replacement reserve balance drops below $69,149.
6	The Ongoing TI/LC Reserve payment of $7,209 will resume if the replacement reserve balance drops below $138,299.
7	Ongoing Replacement Reserve is $41,666.67 for the first through the twelfth Due Dates and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined annually on the last day of March.
8	The Ongoing Replacement Reserve payment of $3,206 will resume if the replacement reserve balance drops below $102,512.
9	The Ongoing TI/LC Reserve payment of $10,687 will resume if the replacement reserve balance drops below $205,024.
10	The borrower under the River Oaks Mortgage Loan owns the portion of the Mortgaged Property related to the multifamily and commercial units in fee simple. A limited portion of the Mortgaged Property is comprised of a 10-slip docking facility constituting, in the aggregate, approximately 6,540 SF. The portion of the Mortgaged Property comprised of the docking facility is subject to a sovereignty submerged lands ground lease agreement with the State of Florida that is scheduled to expire on January 1, 2018. Renewal of the sovereignty submerged lands ground lease agreement is at the sole option of the lessor. No value was attributed to the docking facility in the underwriting of the River Oaks Mortgage Loan.
11	Ongoing Replacement Reserve is $12,626 for the Holiday Inn Stillwater Mortgaged Property, $6,068 for the Hampton Inn & Suites Durant Mortgaged Property and $10,919 for the Hilton Garden Inn Norman Mortgaged Property from the Due Date in May 2014 through the Due Date in April 2015. Commencing with the Due Date in May 2015, the Ongoing Replacement Reserve for each Mortgaged Property shall be adjusted to be equal to the greater of (a) the monthly amount required to be reserved pursuant to the applicable franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the applicable Mortgaged Property for the previous twelve month period as determined annually on the last day of March.
12	The TI/LC Reserve Cap decreases to $500,000 beginning February 1, 2016.
13	The Ongoing Replacement Reserve payment of $2,450 will resume if the replacement reserve balance drops below $78,338.
14	The Ongoing TI/LC Reserve payment of $8,167 will resume if the replacement reserve balance drops below $156,677.
15	The Upfront TI/LC Reserve of $500,000 does not count towards the TI/LC Cap of $437,284.
16	Ongoing TI/LC Reserve is $25,000 per month through and including the Due Date in February 2018. From and after the Due Date in March 2018, the Ongoing TI/LC Reserve will be $17,500 per month. The $1,300,000 TI/LC Cap is subject to reduction by amounts equal to the product of (x) $6.94/PSF, and (y) the total SF of rollover spaces which have renewed, extended or leased pursuant to terms in the Mortgage Loan documents.
17	The West Run Apartments Mortgaged Property is comprised of 322 multifamily dwelling units, amounting to 994 beds. Occupancy is based on the 994 beds.
18	At origination, the borrower funded a $1,250,000 Upfront TI/LC Reserve. In the event that the TI/LC reserve falls below $500,000, the borrower is required to fund an Ongoing TI/LC Reserve in the monthly amount of $16,667, subject to a cap of $500,000.
19	The Mortgage Loan closed without a lockbox. At the closing of the Mortgage Loan, the borrower deposited $2,244,150.38 into a lender-controlled clearing account reserve with the lender as additional collateral for the Mortgage Loan. In the event that the borrower establishes a hard lockbox for the benefit of the lender during the term of the Mortgage Loan, provided no event of default has occurred and is continuing, all funds on deposit in the lender-controlled clearing account reserve shall be released to the borrower. Pursuant to the terms of the Mortgage Loan documents, in the event that hard lockbox is established, (i) absent the occurrence of an excess cash flow sweep trigger, all amounts deposited into the hard lockbox would be transferred to the borrower and (ii) following the occurrence of an excess cash flow sweep trigger, all amounts deposited into the hard lockbox would be swept to a deposit account controlled by the lender, from which funds would be applied monthly toward the payments due pursuant to the terms of the Mortgage Loan documents with any excess retained in an excess cash flow reserve as additional collateral for the Mortgage Loan. The lockbox account has subsequently been opened.
20	Ongoing TI/LC Reserve of $5,833.33 will be collected monthly beginning on the Due Date in April 2017.
21	The borrower is required to fund an ongoing TI/LC/Capex reserve in the amount of $2,650.
22	The TI/LC Reserve Cap shall be reduced to $100,000 after evidence of the following: (a) a fully executed lease extension of Arco Service Corporation for at least 5 years or (b) a fully executed replacement lease for Arco’s entire leased space.
23	Ongoing Replacement Reserve is (i) $8,203.75 for the first through the twelfth Due Dates and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined annually on the last day of January.
24	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 initial amount is $11,083.58.
25	At origination, the borrower funded a $300,000 Upfront TI/LC Reserve. In the event that the TI/LC reserve falls below $300,000, the borrower is required to fund an Ongoing TI/LC Reserve in the monthly amount of $9,152, subject to a cap of $300,000.
26	The Mortgage Loan was originated without a lockbox. At the origination of the Mortgage Loan, the borrower deposited $1,703,136.36 into a lender-controlled clearing account reserve with the lender as additional collateral for the Mortgage Loan. In the event that the borrower establishes a hard lockbox for the benefit of the lender during the term of the Mortgage Loan, provided no event of default has occurred and is continuing, all funds on deposit in the lender-controlled clearing account reserve shall be released to the borrower. Pursuant to the terms of the Mortgage Loan documents, in the event that hard lockbox is established, (i) absent the occurrence of an excess cash flow sweep trigger, all amounts deposited into the hard lockbox would be transferred to the borrower and (ii) following the occurrence of an excess cash flow sweep trigger, all amounts deposited into the hard lockbox would be swept to a deposit account controlled by the lender, from which funds would be applied monthly toward the payments due pursuant to the terms of the Mortgage Loan documents with any excess retained in an excess cash flow reserve as additional collateral for the Mortgage Loan. The lockbox account has subsequently been opened.
27	Ongoing Replacement Reserve is (i) $5,583.83 for the first through the twelfth Due Dates and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined annually on the last day of January.

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-GC20

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.

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of April 1, 2014 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, KeyBank National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor and Wells Fargo Bank, National Association, as Certificate Administrator and as 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].

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, 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].

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.

(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 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.

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

SUBSERVICING AGREEMENTS3


Property Name	Sub-Servicer Name
Newcastle Senior Housing Portfolio	Wells Fargo Bank, National Association
Three WestLake Park*	Holliday Fenoglio Fowler, L.P.
Sheraton Suites Houston*	Holliday Fenoglio Fowler, L.P.
Amsdell Compass Self Storage Portfolio*	RiverCore Servicing, LLC
Prime Kurtell Medical Office Building Portfolio	Grandbridge Real Estate Capital LLC
West Run Apartments	NorthMarq Capital, LLC
Lodge at Bridgemill	NorthMarq Capital, LLC
Burlington Office Center	Bernard Financial Corporation
Preserve at Greenway Park II	NorthMarq Capital, LLC
8860 Smith’s Mill Road*	Bellwether Enterprise Real Estate Capital, LLC
Hermitage Towne Plaza*	Holliday Fenoglio Fowler, L.P.
Covington Portfolio*	Holliday Fenoglio Fowler, L.P.
Mooresville Crossing II*	Capital Advisors, Inc.
Willowick Apartments*	Holliday Fenoglio Fowler, L.P.
Mini Storage Depot Portfolio*	The BSC Group, LLC
Olive Corporate Center*	PFG Servicing Corporation
The Store House - Georgia*	The BSC Group, LLC
Waverly Plaza Shopping Center*	Holliday Fenoglio Fowler, L.P.
Cape Fear Plaza	Berkadia Commercial Mortgage LLC
Normandy Plaza	Bernard Financial Corporation
Grandview Marketplace*	Holliday Fenoglio Fowler, L.P.
Compass Self-Storage - Spring Hill, FL*	RiverCore Servicing, LLC
Walnut Creek Apartments - Farmington Hills	Bernard Financial Corporation

3 Other than with respect to the Mortgage Loans sub-serviced by the Mortgage Loan Seller Sub-Servicers identified in the chart below, each Mortgage Loan is sub-serviced by Berkadia Commercial Mortgage LLC (“Berkadia”). For those Mortgage Loans identified with an (*) as being sub-serviced by a non-cashiering sub-servicer, each such Mortgage Loan is sub-serviced by Berkadia, and Berkadia is not a Mortgage Loan Seller Sub-Servicer in respect of such Mortgage Loans.

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-GC20

Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – GS 2014-GC20

LNR Partners, LLC,

as Special Servicer

1601 Washington Avenue, Suite, 800

Miami Beach, Florida 33139

Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Re:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

Ladies and Gentlemen:

This letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank National Association, as Master Servicer, and LNR Partners, LLC, as Special Servicer, on behalf of the holders of GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass Through Certificates, Series 2014-GC20 (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 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-GC20 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-GC20 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,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-011

Attention: CMBS – GS 2014-GC20

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 April 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 as trustee, Trimont Real Estate Advisors, Inc., as operating advisor, KeyBank 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-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement, dated as of April 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 as trustee, Trimont Real Estate Advisors, Inc., as operating advisor, KeyBank 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”);

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

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”);

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)

(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 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 compliance statement delivered by the Master Servicer under

Exhibit Y-2-1

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.

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:

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:

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-GC20 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 April 1, 2014 (the “Pooling and Servicing Agreement”) between GS Mortgage Securities Corporation II, as Depositor, KeyBank 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 Trimont Real Estate Advisors, Inc., as Operating Advisor, on behalf of GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 (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.

Exhibit AA-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.

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.

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

Exhibit AA-1-2

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”).]

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 [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- GC20, Commercial Mortgage Pass- Through Certificates, Series 2014- GC20

	By:
Witness:		, Vice President

	By:
Witness:		, Vice President


Attest: , Trust Officer

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 April 1, 2014 (the “Pooling and Servicing Agreement”) between GS Mortgage Securities Corporation II, as Depositor, KeyBank 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 Trimont Real Estate Advisors, Inc., as Operating Advisor, on behalf of GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 (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 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

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 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 pressure the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.

Exhibit AA-2-2

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.]

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- GC20, Commercial Mortgage Pass- Through Certificates, Series 2014- GC20

	By:
Witness:		, Vice President

	By:
Witness:		, Vice President


Attest: , Trust Officer

Exhibit AA-2-4

EXHIBIT BB

CLASS A-AB SCHEDULED PRINCIPAL BALANCE


Distribution		Distribution
Date	Balance	Date	Balance
5/10/2014	$88,897,000.00	4/10/2019	$88,896,658.78
6/10/2014	$88,897,000.00	5/10/2019	$87,232,678.76
7/10/2014	$88,897,000.00	6/10/2019	$85,704,221.28
8/10/2014	$88,897,000.00	7/10/2019	$84,027,265.15
9/10/2014	$88,897,000.00	8/10/2019	$82,485,344.20
10/10/2014	$88,897,000.00	9/10/2019	$80,936,949.29
11/10/2014	$88,897,000.00	10/10/2019	$79,240,617.35
12/10/2014	$88,897,000.00	11/10/2019	$77,678,592.86
1/10/2015	$88,897,000.00	12/10/2019	$75,969,015.26
2/10/2015	$88,897,000.00	1/10/2020	$74,393,247.61
3/10/2015	$88,897,000.00	2/10/2020	$72,810,862.97
4/10/2015	$88,897,000.00	3/10/2020	$70,941,164.10
5/10/2015	$88,897,000.00	4/10/2020	$69,344,271.79
6/10/2015	$88,897,000.00	5/10/2020	$67,600,808.52
7/10/2015	$88,897,000.00	6/10/2020	$65,989,882.45
8/10/2015	$88,897,000.00	7/10/2020	$64,232,780.72
9/10/2015	$88,897,000.00	8/10/2020	$62,607,703.92
10/10/2015	$88,897,000.00	9/10/2020	$60,975,801.72
11/10/2015	$88,897,000.00	10/10/2020	$59,198,314.72
12/10/2015	$88,897,000.00	11/10/2020	$57,552,086.99
1/10/2016	$88,897,000.00	12/10/2020	$55,760,677.96
2/10/2016	$88,897,000.00	1/10/2021	$54,100,005.29
3/10/2016	$88,897,000.00	2/10/2021	$52,561,693.32
4/10/2016	$88,897,000.00	3/10/2021	$50,646,894.49
5/10/2016	$88,897,000.00	4/10/2021	$49,222,501.43
6/10/2016	$88,897,000.00	5/10/2021	$47,679,689.40
7/10/2016	$88,897,000.00	6/10/2021	$46,242,892.05
8/10/2016	$88,897,000.00	7/10/2021	$44,688,025.34
9/10/2016	$88,897,000.00	8/10/2021	$43,238,720.74
10/10/2016	$88,897,000.00	9/10/2021	$41,783,358.96
11/10/2016	$88,897,000.00	10/10/2021	$40,210,451.05
12/10/2016	$88,897,000.00	11/10/2021	$38,742,427.93
1/10/2017	$88,897,000.00	12/10/2021	$37,157,215.52
2/10/2017	$88,897,000.00	1/10/2022	$35,676,425.94
3/10/2017	$88,897,000.00	2/10/2022	$34,189,446.63
4/10/2017	$88,897,000.00	3/10/2022	$32,364,933.79
5/10/2017	$88,897,000.00	4/10/2022	$30,864,098.46
6/10/2017	$88,897,000.00	5/10/2022	$29,246,998.58
7/10/2017	$88,897,000.00	6/10/2022	$27,733,124.31
8/10/2017	$88,897,000.00	7/10/2022	$26,103,352.96
9/10/2017	$88,897,000.00	8/10/2022	$24,576,331.49
10/10/2017	$88,897,000.00	9/10/2022	$23,042,925.58
11/10/2017	$88,897,000.00	10/10/2022	$21,394,173.05
12/10/2017	$88,897,000.00	11/10/2022	$19,847,457.76
1/10/2018	$88,897,000.00	12/10/2022	$18,185,770.94
2/10/2018	$88,897,000.00	1/10/2023	$16,625,635.74
3/10/2018	$88,897,000.00	2/10/2023	$15,058,976.65
4/10/2018	$88,897,000.00	3/10/2023	$13,162,191.88
5/10/2018	$88,897,000.00	4/10/2023	$11,581,036.80
6/10/2018	$88,897,000.00	5/10/2023	$9,885,880.75
7/10/2018	$88,897,000.00	6/10/2023	$8,291,019.68
8/10/2018	$88,897,000.00	7/10/2023	$6,582,543.90
9/10/2018	$88,897,000.00	8/10/2023	$4,973,863.00
10/10/2018	$88,897,000.00	9/10/2023	$3,358,453.69
11/10/2018	$88,897,000.00	10/10/2023	$1,630,008.75
12/10/2018	$88,897,000.00	11/10/2023	$608.94
1/10/2019	$88,897,000.00	12/10/2023	$0.00
2/10/2019	$88,897,000.00
3/10/2019	$88,897,000.00

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-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

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 April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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:

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

KeyBank National Association
11501 Outlook Street, Suite 300
Overland Park, Kansas 66211
Attention: Diane Haislip

Re:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

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 April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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:

Exhibit CC-2-1

(B) each of the Master Servicer 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.

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.

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 not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder’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 holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder 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 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 Persons’ auditors, legal counsel and regulators.

	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

Fitch Ratings, Inc.

One State Street Plaza, 28th Floor

New York, New York 10004

Attention: US CMBS Surveillance

Facsimile No.: (212) 635-0295

Email: cmbs.surveillance@fitchratings.com

Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395

From:

KeyBank National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as operating advisor, the Master Servicer, and LNR Partners, LLC, as Special Servicer.

Date:

____________, 20___

Re:	____________ Commercial Mortgage Pass-Through Certificates, Series 2014-GC20 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

Exhibit DD-1

OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

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)

Exhibit DD-2

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;

●

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;

●

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).

Exhibit DD-3

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 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.

Exhibit DD-4

16. The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.

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:

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.

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:

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].

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:

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-GC20

Re:

GS Mortgage Securities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20

Ladies and Gentlemen:

Pursuant to the terms of the Pooling and Servicing Agreement, dated as of April 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 as Trustee, Trimont Real Estate Advisors, Inc., as Operating Advisor, KeyBank 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 [______].

[[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.

EE-1

Sincerely,

[_____________]

By:
	Name:
	Title:

[Medallion Stamp Guarantee]

EE-2

EXHIBIT FF

EARNOUT MORTGAGE LOANS

Shops at Shelby Crossing

High Point Village Apartments

Prime Kurtell Medical Office Building Portfolio

Meadowbrook MHP

Amsdell Compass Self-Storage Portfolio

Brickhaven Apartments

FF-1

EXHIBIT GG

FORM OF NOTICE REGARDING
NON-SERVICED MORTGAGE LOAN

[Date]


[Other Trustee] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Other Certificate Administrator] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Other Master Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]	[Other Special Servicer] [Address Line 1] [Address Line 2] Attn: [Contact Person]

[Other Operating Advisor] [Address Line 1] [Address Line 2] Attn: [Contact Person]

Re:

[Other Securitization Trust]

Ladies and Gentlemen:

Reference is hereby made to the Pooling and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”), by and among [_____], as Depositor, [_____], as Certificate Administrator and as Trustee, [_____], as Operating Advisor, [_____], as Master Servicer, and [_____], as Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Other Pooling and Servicing Agreement.

The undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2014 (the “GC20 PSA”), by and among GS Mortgage Securities Corporation II, as depositor, KeyBank National Association, as master servicer (the “GC20 Master Servicer”), LNR Partners, LLC, as special servicer (the “GC20 Special Servicer”), Trimont Real Estate Advisors, Inc., as operating advisor, Wells Fargo Bank, National Association, as certificate administrator (the “GC20 Certificate Administrator”) and as trustee (the “GC20 Trustee”) pursuant to which the GS Mortgage Securities Trust 2014-GC20 (the “GC20 Trust”) was established and the [Newcastle Senior Housing Portfolio] Companion Loan was transferred to the GC20 Trust as of April 15, 2014 (the “Closing Date”).

The undersigned hereby notifies you that, as of the Closing Date:

1. Wells Fargo Bank, National Association, as trustee under the GC20 PSA, is the holder of the [Newcastle Senior Housing Portfolio] Companion Loan.

GG-1

2. You are directed to remit to KeyBank National Association, as master servicer under the GC20 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to KeyBank National Association, as master servicer under the GC20 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of the [Newcastle Senior Housing Portfolio] Companion Loan, under the [Other Pooling and Servicing Agreement], and the [Newcastle Senior Housing Portfolio] Companion Loan Co-Lender Agreement, as applicable.

3. The contact information for the GC20 Trustee, the GC20 Certificate Administrator, the GC20 Master Servicer, the GC20 Special Servicer, and the Companion Loan Holder Representative with respect to the [Newcastle Senior Housing Portfolio] Companion Loan are as follows:


	GC20 Trustee:			Wells Fargo Bank, National Association 9602 Old Annapolis Road Columbia, Maryland 21045-1951 Attention: CMBS – GS 2014-GC20

	GC20 Certificate Administrator:			Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479-011 Attention: CMBS – GS 2014-GC20

	GC20 Master Servicer:			KeyBank National Association 11501 Outlook Street, Suite 300 Overland Park, Kansas 66211 Attention: Diane Haislip Fax number: (877) 379-1625

	GC20 Special Servicer:			LNR Partners, LLC 1601 Washington Avenue, Suite 800 Miami Beach, Florida 33139 Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw Fax number: (305) 695 5449

	The Newcastle Senior Housing Portfolio Companion Loan Holder			Ellington Management Group, LLC 53 Forest Avenue, Suite 301 Old Greenwich, CT 06870 Fax number: (203) 698-0869 Attention: Leo Huang

4. Enclosed herewith is a copy of an executed version of the GC20 PSA.

GG-2

	Very truly yours,

	By:
		Name:
		Title

GG-3

Delaware	333-189017-04	86-1073506
(State or other jurisdiction of incorporation of depositor)	(Commission File Number of issuing entity)	(IRS Employer Identification No. of depositor)


Date: May 22, 2014	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.

	By:	/s/ Paul Vanderslice
		Name: Paul Vanderslice
		Title: Vice President

10.2	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between Goldman Sachs Mortgage Company and Citigroup Commercial Mortgage Securities Inc., pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.	(E)
10.3	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between Cantor Commercial Real Estate Lending, L.P. and Citigroup Commercial Mortgage Securities Inc., pursuant to which Cantor Commercial Real Estate Lending, L.P. sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.	(E)
10.4	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between MC-Five Mile Commercial Mortgage Finance LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which MC-Five Mile Commercial Mortgage Finance LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.	(E)
10.5	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between RAIT Funding, LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which RAIT Funding, LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
10.6	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between Redwood Commercial Mortgage Corporation and Citigroup Commercial Mortgage Securities Inc., pursuant to which Redwood Commercial Mortgage Corporation sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
23	Consent Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 22, 2014 (included as part of Exhibit 5).	(E)

	Very truly yours,

	CITIGROUP COMMERCIAL MORTGAGE
		SECURITIES INC.

	By:	/s/ Richard W. Simpson
		Name: Richard W. Simpson
		Title: Authorized Signatory


Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.,
as Underwriter

By:	/s/ Paul T. Vanderslice
	Name: Paul T. Vanderslice
	Title: Managing Director

GOLDMAN, SACHS & CO.,
as Underwriter

	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

DREXEL HAMILTON, LLC,
as Underwriter

By:	/s/ Michael Pacca
	Name: Michael Pacca
	Title: Vice President

RBS SECURITIES INC.,
as Underwriter

By:	/s/ Jim Barnard
	Name: Jim Barnard
	Title: Director

	Citigroup Commercial Mortgage Trust 2014-GC21
(Exact name of issuing entity)

	Citigroup Commercial Mortgage Securities Inc.
(Exact name of the depositor as specified in its charter)

388 Greenwich Street New York, New York	10013
(Address of principal executive offices of depositor)	(Zip Code of depositor)

Item 601(a) of Regulation S-K Exhibit No.	Description		Paper (P) or Electronic (E)

1	Underwriting Agreement, dated as of May 7, between Citigroup Commercial Mortgage Securities Inc., as depositor, and Citigroup Global Markets Inc., Goldman, Sachs & Co., Drexel Hamilton, LLC and RBS Securities Inc., as underwriters.	(E)
4.1	Pooling and Servicing Agreement, dated as of May 1, 2014, between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, U.S. Bank National Association, as certificate administrator and trustee, and Park Bridge Lender Services LLC, as operating advisor.	(E)
4.2	Pooling and Servicing Agreement governing the issuance of the CGCMT 2014-GC19 certificates, dated as of March 1, 2014, between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee and certificate administrator, and Situs Holdings, LLC, as operating advisor.	(E)
4.3	Pooling and Servicing Agreement governing the issuance of the GSMS 2014-GC20 certificates, dated as of April 1, 2014, between GS Mortgage Securities Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Trimont Real Estate Advisors, Inc., as operating advisor.	(E)
5	Legality Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 22, 2014.	(E)
8	Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 22, 2014 (included as part of Exhibit 5).	(E)
10.1	Mortgage Loan Purchase Agreement, dated as of May 1, 2014, between Citigroup Global Markets Realty Corp. and Citigroup Commercial Mortgage Securities Inc., pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.	(E)

Class of Certificates	Approximate Initial Certificate Principal Amount (or Notional Amount)		Approximate Initial Pass- Through Rate
Class A-1	$	52,329,000	1.242	%
Class A-2	$	63,220,000	2.904	%
Class A-3	$	9,600,000	3.493	%
Class A-4	$	240,000,000	3.575	%
Class A-5	$	291,371,000	3.855	%
Class A-AB	$	71,630,000	3.477	%
Class X-A	$	786,663,000	1.503	%
Class X-B	$	115,723,000	0.490	%
Class A-S	$	58,513,000	4.026	%
Class B	$	70,214,000	4.328	%
Class PEZ	$	0	(2)
Class C	$	45,509,000	4.780	%

		Principal or Notional Amount of Class Purchased
Class of Certificates	Price1	Citigroup	Goldman	Drexel	RBS
Class A-1	99.99746%	$30,647,028	$21,681,972	$0	$0
Class A-2	102.99620%	$37,025,456	$26,194,544	$0	$0
Class A-3	102.99747%	$5,622,341	$3,977,659	$0	$0
Class A-4	100.99189%	$140,558,519	$99,441,481	$0	$0
Class A-5	102.99418%	$170,644,484	$120,726,516	$0	$0
Class A-AB	102.99607%	$41,950,861	$29,679,139	$0	$0
Class X-A	9.41644%	$460,717,442	$325,945,558	$0	$0
Class X-B	3.64082%	$67,774,389	$47,948,611	$0	$0
Class A-S	102.99481%	$34,268,753	$24,244,247	$0	$0
Class B	102.99973%	$41,121,566	$29,092,434	$0	$0
Class PEZ	N/A	$0	$0	$0	$0
Class C	102.99221%	$26,652,823	$18,856,177	$0	$0

	You should carefully consider the risk factors beginning on page 63 of this free writing prospectus and page 19 of the prospectus. Neither the Series 2014-GC21 certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity. The Series 2014-GC21 certificates will represent interests in and obligations of the issuing entity and will not represent the obligations of the depositor, the sponsors or any of their affiliates.			THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED IF THIS FREE WRITING PROSPECTUS OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DEPOSITOR WILL NOT LIST THE OFFERED CERTIFICATES ON ANY SECURITIES EXCHANGE OR ANY AUTOMATED QUOTATION SYSTEM OF ANY NATIONAL SECURITIES ASSOCIATION. Distributions to holders of the certificates of amounts to which they are entitled will be made monthly, commencing in June 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Offered Certificates—Subordination” in this free writing prospectus.

Citigroup		Goldman, Sachs & Co.
	Co-Lead Managers and Joint Bookrunners
Drexel Hamilton		RBS
	Co-Managers
	May , 2014

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-189017-04

Class	Moody's/Fitch/DBRS	Size($mm)	WAL(yr)	C/E	Cum LTV	U/W NOI Debt Yld
A-1	Aaa(sf)/AAAsf/AAA(sf)	52.329	2.70	30.000%	47.3%	14.3%
A-2	Aaa(sf)/AAAsf/AAA(sf)	63.220	4.93	30.000%	47.3%	14.3%
A-3	Aaa(sf)/AAAsf/AAA(sf)	9.600	6.80	30.000%	47.3%	14.3%
A-4	Aaa(sf)/AAAsf/AAA(sf)	240.000	9.72	30.000%	47.3%	14.3%
A-5	Aaa(sf)/AAAsf/AAA(sf)	291.371	9.88	30.000%	47.3%	14.3%
A-AB	Aaa(sf)/AAAsf/AAA(sf)	71.630	7.34	30.000%	47.3%	14.3%
A-S	Aaa(sf)/AAAsf/AAA(sf)	58.513	9.88	24.375%	51.1%	13.2%
B	Aa3(sf)/AA-sf/AA(sf)	70.214	9.88	17.625%	55.6%	12.1%
C	A3(sf)/A-sf/A(sf)	45.509	9.90	13.250%	58.6%	11.5%
X-A	Aaa(sf)/AAAsf/AAA(sf)	786.663	N/A	N/A	N/A	N/A
X-B	Aa3(sf)/AA-sf/AAA(sf)	115.723	N/A	N/A	N/A	N/A

Collateral Summary
Initial Pool Balance:	$1,040.216mm
Number of Mortgage Loans:	70
Number of Mortgaged Properties:	111
Average Cut-off Date Mortgage Loan Balance:	$14.860mm
Weighted Average Mortgage Interest Rate:	4.9555%
Weighted Average Remaining Term to Maturity/ARD (months):	115
Weighted Average Remaining Amortization Term (months):	351
Weighted Average Cut-off Date LTV Ratio:	67.5%
Weighted Average Maturity Date/ARD LTV Ratio:	57.9%
Weighted Average Underwritten Debt Service Coverage Ratio:	1.53x
Weighted Average Debt Yield on Underwritten NOI:	10.0%
% of Mortgage Loans with Additional Debt:	11.9%
% of Mortgaged Properties with Single Tenants:	5.2%

Property Type:	29.8% Retail (12.8% Anchored, 12.0% Super-Regional Mall,
	2.2% Power Center/Big Box, 1.2% Single Tenant Retail,
	0.9% Shadow Anchored, 0.5% Unanchored)
	20.4% Multifamily (15.2% Garden, 5.1% Student Housing)
	12.8% Office (5.8% General Suburban, 5.2% CBD, 1.8% Medical)
	9.9% Senior Housing (9.9% Independent Living)
	7.8% Mixed Use (4.5% Retail/Office/Multifamily,
	2.3% Retail/Office, 1.0% Retail/Multifamily)
	7.4% Self Storage
	6.5% Industrial (4.9% Flex, 1.6% Warehouse/Distribution)
	4.9% Hospitality (4.9% Limited Service)
	0.4% Manufactured Housing

Top 5 States:	12.9% NC, 12.0% ME, 11.0% TX, 8.6% NY, 6.9% MI

Anticipated Timing
Global Investor Call:	Thurs, May 1st
Anticipated Pricing:	Week of May 5th
Anticipated Closing:	Thurs, May 22nd

Investor Call Details
Date:	Thurs, May 1st
Time:	2:00 PM EDT
US Toll Free:	719-325-2442
Passcode:	7178298

Class	Moody's/Fitch/DBRS	Notional($mm)	Spread	Coupon	Yield	Price
X-A	Aaa(sf)/AAAsf/AAA(sf)	786.663	T+145	1.503	3.834	9.41644

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer,

LNR PARTNERS, LLC,
Special Servicer,

PARK BRIDGE LENDER SERVICES LLC,
Operating Advisor,

and

U.S. BANK NATIONAL ASSOCIATION,
Certificate Administrator and Trustee


POOLING AND SERVICING AGREEMENT
	Dated as of May 1, 2014


Commercial Mortgage Pass-Through Certificates
Series 2014-GC21


		Page

ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms	4
Section 1.02	Certain Calculations	106
Section 1.03	Certain Constructions	110

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans	111
Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	115
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	117
Section 2.04	Representations and Warranties of the Depositor	124
Section 2.05	Representations, Warranties and Covenants of the Master Servicer	126
Section 2.06	Representations, Warranties and Covenants of the Special Servicer	127
Section 2.07	Representations and Warranties of the Trustee	129
Section 2.08	Representations and Warranties of the Certificate Administrator	131
Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	132
Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	134
Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	135

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; Outside Serviced Mortgage Loans	135
Section 3.02	Liability of the Master Servicer	146
Section 3.03	Collection of Certain Mortgage Loan Payments	147
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	148
Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	151


		Page

Section 3.05 A.	Loan Combination Custodial Account	154
Section 3.06	Permitted Withdrawals From the Collection Account	156
Section 3.06 A.	Permitted Withdrawals From the Loan Combination Custodial Account	161
Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	165
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	167
Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	172
Section 3.10	Appraisal Reductions; Realization Upon Defaulted Loans	177
Section 3.11	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	183
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation; CCRE Strip	184
Section 3.13	Compensating Interest Payments	190
Section 3.14	Application of Penalty Charges and Modification Fees	191
Section 3.15	Access to Certain Documentation	192
Section 3.16	Title and Management of REO Properties	194
Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans	198
Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	204
Section 3.19	Lock-Box Accounts, Escrow Accounts	205
Section 3.20	Property Advances	206
Section 3.21	Appointment of Special Servicer; Asset Status Reports	209
Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	213
Section 3.23	Interest Reserve Account	214
Section 3.24	Modifications, Waivers and Amendments	214
Section 3.25	Additional Obligations With Respect to Certain Mortgage Loans	218
Section 3.26	Certain Matters Relating to the Outside Serviced Trust Loans	219
Section 3.27	Additional Matters Regarding Advance Reimbursement	219
Section 3.28	Serviced Companion Loan Intercreditor Matters	221
Section 3.29	Appointment and Duties of the Operating Advisor	222
Section 3.30	Rating Agency Confirmation	226
Section 3.31	General Acknowledgement Regarding Companion Loan Holders	229

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	229
Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	242
Section 4.03	Compliance With Withholding Requirements	254


		Page

Section 4.04	REMIC Compliance	255
Section 4.05	Imposition of Tax on the Trust REMICs	257
Section 4.06	Remittances; P&I Advances	258
Section 4.07	Grantor Trust Reporting	262

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	263
Section 5.02	Form and Registration	264
Section 5.03	Registration of Transfer and Exchange of Certificates	267
Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	274
Section 5.05	Persons Deemed Owners	275
Section 5.06	Appointment of Paying Agent	275
Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	275
Section 5.08	Actions of Certificateholders	276
Section 5.09	Authenticating Agent	276
Section 5.10	Appointment of Custodian	277
Section 5.11	Maintenance of Office or Agency	278
Section 5.12	Exchanges of Exchangeable Certificates	278

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	280
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	281
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	281
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	283
Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	284
Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	285
Section 6.07	Rating Agency Fees	286
Section 6.08	Termination of the Special Servicer Without Cause	286
Section 6.09	The Controlling Class Representative	290

ARTICLE VII

DEFAULT

Section 7.01	Servicer Termination Events	295


		Page

Section 7.02	Trustee to Act; Appointment of Successor	301
Section 7.03	Notification to Certificateholders	303
Section 7.04	Other Remedies of Trustee	303
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	303
Section 7.06	Termination of the Operating Advisor	305

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of the Trustee and the Certificate Administrator	308
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	311
Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	314
Section 8.04	Trustee and Certificate Administrator May Own Certificates	315
Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	315
Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	318
Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	319
Section 8.08	Successor Trustee or Successor Certificate Administrator	321
Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	321
Section 8.10	Appointment of Co-Trustee or Separate Trustee	322
Section 8.11	Access to Certain Information	323

ARTICLE IX

TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

Section 9.01	Termination; Optional Mortgage Loan Purchase	325

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	329
Section 10.02	Succession; Sub-Servicers; Subcontractors	330
Section 10.03	Filing Obligations	332
Section 10.04	Form 10-D Filings	333
Section 10.05	Form 10-K Filings	335
Section 10.06	Sarbanes-Oxley Certification	338
Section 10.07	Form 8-K Filings	339
Section 10.08	Annual Compliance Statements	341


		Page

Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	342
Section 10.10	Annual Independent Public Accountants’ Servicing Report	344
Section 10.11	Significant Obligors	345
Section 10.12	Indemnification	347
Section 10.13	Amendments	348
Section 10.14	Regulation AB Notices	348
Section 10.15	Termination of the Certificate Administrator	348
Section 10.16	Termination of the Master Servicer or the Special Servicer	349
Section 10.17	Termination of Sub-Servicing Agreements	349
Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	349
Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	351

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Counterparts	352
Section 11.02	Limitation on Rights of Certificateholders	352
Section 11.03	Governing Law	353
Section 11.04	Notices	353
Section 11.05	Severability of Provisions	355
Section 11.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	355
Section 11.07	Amendment	357
Section 11.08	Confirmation of Intent	360
Section 11.09	Third-Party Beneficiaries	361
Section 11.10	Request by Certificateholders or the Serviced Companion Loan Holder	361
Section 11.11	Waiver of Jury Trial	362
Section 11.12	Submission to Jurisdiction	362
Section 11.13	Exchange Act Rule 17g-5 Procedures	362
Section 11.14	Precautionary Trust Indenture Act Provisions	366
Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	366


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

Class Designation	Approximate Initial Pass-Through Rate (per annum)		Original Certificate Principal Amount / Original Notional Amount
Class A-1	1.242	%	$	52,329,000
Class A-2	2.904	%	$	63,220,000
Class A-3	3.493	%	$	9,600,000
Class A-4	3.575	%	$	240,000,000
Class A-5	3.855	%	$	291,371,000
Class A-AB	3.477	%	$	71,630,000
Class X-A(1)	1.503	%	$	786,663,000
Class X-B(1)	0.490	%	$	115,723,000
Class X-C(1)	1.408	%	$	24,705,000
Class X-D(1)	1.408	%	$	62,413,547
Class A-S Regular Interest	4.026	%	$	58,513,000
Class B Regular Interest	4.328	%	$	70,214,000
Class C Regular Interest	4.780	%	$	45,509,000
Class D	4.996	%	$	50,711,000
Class E	3.588	%	$	24,705,000
Class F	3.588	%	$	13,003,000
Class G	3.588	%	$	49,410,547
Class R(2)	N/A			N/A

Class Designation	Corresponding Lower-Tier Regular Interest(1)(2)	Original Lower-Tier Principal Balance		Corresponding Component(2)
Class A-1	LA-1	$	52,329,000	Class A-1
Class A-2	LA-2	$	63,220,000	Class A-2
Class A-3	LA-3	$	9,600,000	Class A-3
Class A-4	LA-4	$	240,000,000	Class A-4
Class A-5	LA-5	$	291,371,000	Class A-5
Class A-AB	LA-AB	$	71,630,000	Class A-AB
Class A-S Regular Interest	LA-S	$	58,513,000	Class A-S
Class B Regular Interest	LB	$	70,214,000	Class B
Class C Regular Interest	LC	$	45,509,000	Class C
Class D	LD	$	50,711,000	N/A
Class E	LE	$	24,705,000	Class E
Class F	LF	$	13,003,000	Class F
Class G	LG	$	49,410,547	Class G


Class Designation	Approximate Initial Pass-Through Rate (per annum)		Original Certificate Principal Amount
Class A-S(1)	4.026	%	$58,513,000
Class B(2)	4.328	%	$70,214,000
Class PEZ(3)	N/A	(4)	$0
Class C(5)	4.780	%	$45,509,000


PARK BRIDGE LENDER SERVICES LLC

By:	Park Bridge Advisors LLC, a New York limited liability company,
	Its Sole Member

	By:	Park Bridge Financial LLC, a New York limited liability company,
		Its Sole Member

By:	/s/ David M. Rodgers
	Name: David M. Rodgers
	Title: Managing Member

U.S. BANK NATIONAL ASSOCIATION

By:	/s/ Christopher J. Nuxoll
	Name: Christopher J. Nuxoll
	Title: Vice President


	/s/ Anna Rosu Marmann
	Notary Public in and for the
	State of New York


	/s/ Samantha Rae Gentile
	Notary Public in and for the
	State of New York


	/s/ Kyle R. Raffo
	Notary Public in and for the
	State of New York


	/s/ Laura Carroll Debolt
	Notary Public in and for the
	State of Illinois

Class Designation	Approximate Initial Pass-Through Rate (per annum)	Original Certificate Principal Amount / Original Notional Amount
Class A-1	1.199%	$	49,387,000
Class A-2	2.790%	$	125,716,000
Class A-3	3.753%	$	215,000,000
Class A-4	4.023%	$	246,848,000
Class A-AB	3.552%	$	74,468,000
Class X-A(1)	1.511%	$	777,479,000
Class X-B(1)	0.257%	$	50,816,000
Class X-C(1)	0.500%	$	21,596,000
Class X-D(1)	1.397%	$	60,979,707
Class A-S Regular Interest	4.345%	$	66,060,000
Class B Regular Interest	4.805%	$	50,816,000
Class C Regular Interest	5.062%	$	50,816,000
Class D	5.062%	$	54,627,000
Class E	4.562%	$	21,596,000
Class F	3.665%	$	11,434,000
Class G	3.665%	$	49,545,707
Class R(2)	N/A		N/A