Attached files
| file | filename |
|---|---|
| EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2017 - GS Mortgage Securities Trust 2017-GS5 | exh_4-1psags6.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) | May 31, 2017 |
GS Mortgage Securities Trust 2017-GS5
(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 | 333-207677-04 | 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 March 21, 2017 (the “Closing Date”), GS Mortgage Securities Corporation II (the “Depositor”) caused (i) the issuance of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (the “Certificates”) and (ii) the creation of an uncertificated interest (the “Retained Interest”) in the Issuing Entity (as defined below) representing the right to receive a specified percentage of certain amounts collected on the Mortgage Loans (as defined below), net of all expenses of the Issuing Entity, as further described below, in each case pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2017 (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 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.
The Certificates and the Retained Interest represent, in the aggregate, the entire beneficial ownership in GS Mortgage Securities Trust 2017-GS5 (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 32 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 72 commercial properties (the “Mortgaged Properties”).
The Mortgage Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Pentagon Center” which is an asset of the Issuing Entity, is part of a whole loan (the “Pentagon Center Whole Loan”) that includes Pentagon Center Mortgage Loan and five other loans that are pari passu to the Pentagon Center Mortgage Loan and to each other (each, a “Pentagon Center Companion Loan”). The Pentagon Center Companion Loans are not assets of the Issuing Entity. The Pentagon Center Whole Loan, including the Pentagon Center 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 May 1, 2017 (the “GS6 Pooling and Servicing Agreement”), among the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and trustee, and Pentalpha Surveillance 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 March 21, 2017.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of May 1, 2017, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as 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: June 2, 2017 | 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 May 1, 2017, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) |