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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF NOVEMBER 1, 2017, BY AND AMONG UBS - GS Mortgage Securities Trust 2017-GS7exh4-1_ccubsc1psa.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)     November 30, 2017

 

GS Mortgage Securities Trust 2017-GS7
(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 charter)

Delaware 333-207677-06 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 August 24, 2017 (the “Closing Date”), GS Mortgage Securities Corporation II (the “Depositor”) caused the issuance of GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (the “Certificates”) 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 August 1, 2017 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and Cayman agent, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.

The Certificates represent, in the aggregate, the entire beneficial ownership in GS Mortgage Securities Trust 2017-GS7 (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 35 commercial properties (the “Mortgaged Properties”).

The Mortgage Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Marriott Grand Cayman” which is an asset of the Issuing Entity, is part of a whole loan (the “Marriott Grand Cayman Whole Loan”) that includes Marriott Grand Cayman Mortgage Loan and two other loans that are pari passu to the Marriott Grand Cayman Mortgage Loan and to each other (each, a “Marriott Grand Cayman Companion Loan”). The Marriott Grand Cayman Companion Loans are not assets of the Issuing Entity. The Marriott Grand Cayman Whole Loan, including the Marriott Grand Cayman 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 November 1, 2017 (the “C1 Pooling and Servicing Agreement”), among UBS Commercial Mortgage Securitization Corp., 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 Park Bridge Lender Services LLC, as operating advisor and as 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 July 27, 2017.

 
 

Item 9.01.   Financial Statements, Pro Forma Financial Information and Exhibits.

(d)       Exhibits

   
Exhibit 4.1    Pooling and Servicing Agreement, dated as of November 1, 2017, by and among UBS Commercial Mortgage Securitization Corp., 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 Park Bridge Lender Services, 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: November 30, 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 November 1, 2017, by and among UBS Commercial Mortgage Securitization Corp., 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. (E)