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) | March 21, 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 8.01. Other Events.
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 will consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class X-C Certificates (collectively, the “Public Certificates”) and (ii) the Class D, Class X-D, Class E, Class F, Class G and Class R Certificates (collectively, the “Private Certificates”).
All of the Public Certificates, having an aggregate initial principal amount of $919,609,000, were sold to Goldman, Sachs & Co. (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel”, and together with GS&Co. and Academy, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of March 7, 2017 (the “Underwriting Agreement”), among the Depositor and the Underwriters. GS&Co. is acting as the lead manager. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Prospectus, dated March 13, 2017, in negotiated transactions or otherwise at varying prices determined at the time of sale.
All of the Private Certificates, having an aggregate initial principal amount of $113,660,240, were sold to GS&Co., Academy and Drexel (together, in such capacities, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of March 7, 2017, among the Depositor and the Initial Purchasers. The Private Certificates were sold to the Initial Purchasers in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
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 Loans were acquired by the Depositor from Goldman Sachs Mortgage Company (the “Sponsor”), pursuant to a Mortgage Loan Purchase Agreement, dated as of March 1, 2017 (the “Mortgage Loan Purchase Agreement”), between the Depositor and the Sponsor.
Each of the Whole Loans secured by the Mortgaged Properties identified on Exhibit B to the Pooling and Servicing Agreement as “Lafayette Centre”, “GSK R&D Centre” and “Ericsson North American HQ” will be serviced and administered pursuant to (i) the Pooling and Servicing Agreement and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.6,4.8, and4.9, respectively.
The Whole Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Pentagon Center” will be serviced and administered (a) prior to the related
Servicing Shift Securitization Date (as defined in the Pooling and Servicing Agreement), pursuant to (i) the Pooling Servicing Agreement and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.12, and (b) from and after the related Servicing Shift Securitization Date, pursuant to (i) the pooling and servicing agreement related to the securitization trust involving Pentagon Center Pari Passu Note A-2 (as defined in the Pooling and Servicing Agreement) and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.12.
Each of the Whole Loans secured by the Mortgaged Properties identified on Exhibit B to the Pooling and Servicing Agreement as “Simon Premium Outlets”, “AMA Plaza” and “225 Bush Street” will be serviced and administered pursuant to (i) a pooling and servicing agreement, an executed version of which is attached hereto asExhibit 4.3 and which is dated as of November 1, 2016, among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, Wells Fargo Bank, National Association, as AMA Plaza special servicer, AEGON USA Realty Advisors, LLC, as 225 Bush Street special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, 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 is attached hereto asExhibit 4.10,4.11 and4.13, respectively.
The Whole Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “350 Park Avenue” will be serviced pursuant to (i) a trust and servicing agreement, an executed copy of which is attached hereto asExhibit 4.2 and which is dated as of December 6, 2016, among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, AEGON USA Realty Advisors, LLC, as special servicer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee, and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.5.
The Whole Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “U.S. Industrial Portfolio” will be serviced pursuant to (i) a pooling and servicing agreement, an executed version of which is attached hereto asExhibit 4.4 and which is dated as of September 1, 2016, among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as general special servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance 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 is attached hereto asExhibit 4.7.
The compensation for the Mortgage Loans paid to the Sponsor included (i) the Retained Interest and (ii) net proceeds of the sale of the Certificates. The net proceeds to the Depositor of the sale of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $7,279,212, were approximately $1,085,106,599. Of the expenses paid by the Depositor, approximately $1,291,587 were paid directly to affiliates of the Depositor, approximately $1,391,587 in the form of fees were paid to the Underwriters and the Initial Purchasers, approximately $160,000 were paid to or for the Underwriters and the Initial Purchasers, and approximately $5,727,626 were other expenses. All of the foregoing expense amounts are the Depositor's reasonable estimates of such expenses. No underwriting discounts and commissions or finder's fees were paid by the Depositor.
Further information regarding such sales relating to the price per class of Public Certificates is set forth on Schedule II to the Underwriting Agreement attached as an exhibit to this Form 8-K.
Further information regarding such sales has been previously provided in the Depositor's Prospectus, dated March 13, 2017. The related registration statement (file no. 333-207677) was originally declared effective on December 17, 2015 In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1.
The Sponsor is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by acquiring from the Depositor on the Closing Date and retaining the Retained Interest and by the purchase on the Closing Date and holding by RREF III-D AIV RR, LLC, acting as a third-party purchaser under the Risk Retention Rule, of the Class E, Class F and Class G Certificates (the “HRR Certificates”).
The Retained Interest constitutes an “eligible vertical interest” (as defined in the Risk Retention Rule) that represents the right to receive 2.7% of all amounts collected on the Mortgage Loans, net of all expenses of the Issuing Entity, and distributed on the Certificates (other than the Class R Certificates) and the Retained Interest. The HRR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule). The aggregate fair value of the HRR Certificates is equal to approximately $25,739,190 (excluding accrued interest), representing approximately 2.34764% of the aggregate fair value of all of the Certificates (other than the Class R Certificates) and the Retained Interest. The fair value of the Certificates (other than the Class R Certificates) was determined based on the actual sale prices and finalized tranche sizes of such Certificates. The fair value of the Retained Interest was determined by multiplying (i) the weighted average of the actual sales prices of the Certificates (other than the Class R Certificates), by (ii) $28,672,425, which is the initial balance of the Retained Interest.
The fair value of the “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that the Sponsor is required to retain under the credit risk retention requirements of the Risk Retention Rule is equal to approximately $25,216,886, representing 2.3% of the aggregate fair value of all of the Certificates (other than the Class R Certificates) and the Retained Interest.
As of the Closing Date, there are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the Depositor's Prospectus, dated March 1, 2017, under the heading “Credit Risk Retention” prior to the pricing of the Certificates and the Retained Interest and (b) the methodology or the key inputs and assumptions that were used in calculating the fair value at the time of the Closing Date.
The Underwriting Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement are attached as exhibits to this Form 8-K.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) Exhibits |
| Exhibit 1 | Underwriting Agreement, dated as of March 7, 2017, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Academy Securities, Inc. and Drexel Hamilton, LLC, as underwriters. |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of March 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, Rialto Capital Advisors, LLC, 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. |
| Exhibit 4.2 | Trust and Servicing Agreement, dated as of December 6, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. |
| Exhibit 4.3 | Pooling and Servicing Agreement, dated as of November 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, Wells Fargo Bank, National Association, as AMA Plaza special servicer, AEGON USA Realty Advisors, LLC, as 225 Bush Street special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.4 | Pooling and Servicing Agreement, dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as general special servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.5 | Co-Lender Agreement, dated as of December 2, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-3 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-4 Holder, Goldman Sachs Mortgage Company, as Initial Note B-1 Holder, and Deutsche Bank AG, New York Branch, as Initial Note B-2 Holder. |
| Exhibit 4.6 | Co-Lender Agreement, dated as of March 16, 2017, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-3 Holder. |
| Exhibit 4.7 | Co-Lender Agreement, dated as of September 1, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder. |
| Exhibit 4.8 | Co-Lender Agreement, dated as of March 16, 2017, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
| Exhibit 4.9 | Co-Lender Agreement, dated as of March 16, 2017, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
| Exhibit 4.10 | Co-Lender Agreement, dated as of November 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
| Exhibit 4.11 | Co-Lender Agreement, dated as of November 17, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note B Holder, and SHBNPP Global Professional Investment Type Private Real Estate Investment Trust No.6., as Initial Note C Holder. |
| Exhibit 4.12 | Co-Lender Agreement, dated as of March 16, 2017, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder, Morgan Stanley Bank, N.A., as Initial Note A-4 Holder, Morgan Stanley Bank, N.A., as Initial Note A-5 Holder, and Morgan Stanley Bank, N.A., as Initial Note A-6 Holder. |
| Exhibit 4.13 | Co-Lender Agreement, dated as of November 1, 2016, by and between GS Commercial Real Estate LP, as Initial Note A-1 Holder, GS Commercial Real Estate LP, as Initial Note A-2 Holder, and GS Commercial Real Estate LP, as Initial Note B Holder. |
| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017. |
| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017(included as part of Exhibit 5). |
| Exhibit 10 | Mortgage Loan Purchase Agreement, dated as of March 1, 2017, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor. |
| Exhibit 23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017 (included as part of Exhibit 5). |
| Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus, dated March 13, 2017 |
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: March 21, 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) |
| 1 | | Underwriting Agreement, dated as of March 7, 2017, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Academy Securities, Inc. and Drexel Hamilton, LLC, as underwriters. | (E) |
4.1 | | Pooling and Servicing Agreement, dated as of March 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, Rialto Capital Advisors, LLC, 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) |
| 4.2 | | Trust and Servicing Agreement, dated as of December 6, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, AEGON USA Realty Advisors, LLC, as special servicer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. | (E) |
| 4.3 | | Pooling and Servicing Agreement, dated as of November 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, Wells Fargo Bank, National Association, as AMA Plaza special servicer, AEGON USA Realty Advisors, LLC, as 225 Bush Street special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.4 | | Pooling and Servicing Agreement, dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as general special servicer, Trimont Real Estate Advisors, LLC, as 540 | (E) |
| | | West Madison special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | |
| 4.5 | | Co-Lender Agreement, dated as of December 2, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-3 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-4 Holder, Goldman Sachs Mortgage Company, as Initial Note B-1 Holder, and Deutsche Bank AG, New York Branch, as Initial Note B-2 Holder. | (E) |
| 4.6 | | Co-Lender Agreement, dated as of March 16, 2017, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-3 Holder. | (E) |
| 4.7 | | Co-Lender Agreement, dated as of September 1, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder. | (E) |
| 4.8 | | Co-Lender Agreement, dated as of March 16, 2017, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) |
| 4.9 | | Co-Lender Agreement, dated as of March 16, 2017, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) |
| 4.10 | | Co-Lender Agreement, dated as of November 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) |
| 4.11 | | Co-Lender Agreement, dated as of November 17, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note B Holder, and SHBNPP Global Professional Investment Type Private Real Estate Investment Trust No.6., as Initial Note C | (E) |
| | | Holder. | |
| 4.12 | | Co-Lender Agreement, dated as of March 16, 2017, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder, Morgan Stanley Bank, N.A., as Initial Note A-4 Holder, Morgan Stanley Bank, N.A., as Initial Note A-5 Holder, and Morgan Stanley Bank, N.A., as Initial Note A-6 Holder. | (E) |
| 4.13 | | Co-Lender Agreement, dated as of November 1, 2016, by and between GS Commercial Real Estate LP, as Initial Note A-1 Holder, GS Commercial Real Estate LP, as Initial Note A-2 Holder, and GS Commercial Real Estate LP, as Initial Note B Holder. | (E) |
| 5 | | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017 | (E) |
| 8 | | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017 (included as part of Exhibit 5). | (E) |
| 10 | | Mortgage Loan Purchase Agreement, dated as of March 1, 2017, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor. | (E) |
| 23 | | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated March 21, 2017 (included as part of Exhibit 5). | (E) |
| 36.1 | | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus, dated March 13, 2017 | (E) |
