Attached files
| file | filename |
|---|---|
| EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF DECEMBER 1, 2016 - GS Mortgage Securities Trust 2016-GS3 | exh_4-1ubs12psa.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | December 8, 2016 |
GS Mortgage Securities Trust 2016-GS3
(Exact name of issuing entity)
GS Mortgage Securities Corporation II
(Exact name of the depositor as specified in its charter)
Goldman Sachs Mortgage Company
(Exact name of the sponsor as specified in its charters)
| Delaware | 333-207677-02 | 22-3442024 |
| (State or other jurisdiction | (Commission File Number | (IRS Employer Identification |
| of incorporation of depositor) | of issuing entity) | No. of depositor) |
| 200 West Street | ||
| New York, New York | 10282 | |
| (Address of principal executive offices of depositor) | (Zip Code of depositor) |
| Depositor’s telephone number, including area code | (212) 902-1000 |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2016, GS Mortgage Securities Corporation II (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as a special servicer, Trimont Real Estate Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee, of GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 (the “Certificates”).
The Certificates represent, in the aggregate, the entire beneficial ownership in GS Mortgage Securities Trust 2016-GS3 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 34 fixed-rate mortgage loans (the “First Lien Mortgage Loans”) secured by first liens on 152 commercial and multifamily properties (the “Mortgaged Properties”) and a subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”, and together with the First Lien Mortgage Loans, the “Mortgage Loans”).
The Mortgage Loan secured by the Mortgaged Property identified as “The Falls” on Exhibit B to the Pooling and Servicing Agreement (the “The Falls Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “The Falls Whole Loan”) that includes The Falls Mortgage Loan and three other loans that are pari passu to The Falls Mortgage Loan and to each other (each, a “The Falls Companion Loan”). The Falls Companion Loans are not assets of the Issuing Entity. The Falls Whole Loan, including The Falls Mortgage Loan, is being serviced and administered pursuant to (i) a pooling and servicing agreement, an executed version of which is attached hereto as Exhibit 4.1 and which is dated as of December 1, 2016 (the “UBS12 Pooling and Servicing Agreement”), among Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and trustee, and Park Bridge Lender Services, LLC, as operating advisor and asset representations reviewer, and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version was attached to the current report on Form 8-K filed by the Issuing Entity on September 30, 2016.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of December 1, 2016, by and among Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and trustee, and Park Bridge Lender Services, LLC, as operating advisor and asset representations reviewer. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 8, 2016 | GS MORTGAGE SECURITIES | |
| CORPORATION II | ||
| By: | /s/ Leah Nivison | |
| Name: Leah Nivison | ||
| Title: Chief Executive Officer | ||
INDEX TO EXHIBITS
| Item 601(a) of Regulation S-K Exhibit No. |
Description | Paper (P) or Electronic (E) | |
|
4.1
|
Pooling and Servicing Agreement, dated as of December 1, 2016, by and among Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and trustee, and Park Bridge Lender Services, LLC, as operating advisor and asset representations reviewer. | (E) |