**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2022or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-207677-04**

**Central Index Key Number of the issuing entity:0001693737**

**GS Mortgage Securities Trust2017-GS5**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001004158**

**GS Mortgage Securities CorporationII**

**(exact name of the depositor as specified in itscharter)**

** **

**Central Index Key Number of the sponsor: 0001541502**

**Goldman Sachs Mortgage Company**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-4021850**

**38-4021851**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|

**c/o Computershare Trust Company, National Association, as agent for**

**Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 902-1000**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| None                |              |                                      |

 

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧  (Do not check ifa smaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

 

If securities are registered pursuantto Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements. o

 

Indicate by check mark whether any of those errorcorrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated by referenceand the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which thedocument is incorporated: (1) Any annual report to security holders; (2) Anyproxy or information statement; and (3) Any prospectus filed pursuant to Rule424(b) or (c) under the Securities Act of 1933. The listed documents should beclearly described for identification purposes (e.g., annual report to securityholders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Lafayette Centre Mortgage Loan, the GSKR&D Centre Mortgage Loan and the Ericsson North American HQ Mortgage Loan,which constituted approximately 7.8%, 6.8% and 5.5%, respectively, of the assetpool of the issuing entity as of its cut-off date, are each an asset of the issuingentity and are each part of a loan combination that includes (a) with respectto the Lafayette Centre Mortgage Loan, two other *pari passu* loans, whichare not assets of the issuing entity, (b) with respect to the GSK R&DCentre Mortgage Loan, one other *pari passu* loan, which is not an assetof the issuing entity and (c) with respect to the Ericsson North American HQMortgage Loan, one other *pari passu* loan, which is not an asset of theissuing entity. These loan combinations, including the Lafayette CentreMortgage Loan, the GSK R&D Centre Mortgage Loan and the Ericsson NorthAmerican HQ Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the U.S. Industrial Portfolio Mortgage Loan,which constituted approximately 7.0% of the asset pool of the issuing entity asof its cut-off date.  The U.S. Industrial Portfolio Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theU.S. Industrial Portfolio Mortgage Loan and three other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the GS Mortgage Securities Trust 2016-GS3transaction, Commission File Number 333-207677-02 (the “GSMS 2016-GS3Transaction”). This loan combination, including the U.S. IndustrialPortfolio Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the GSMS 2016-GS3 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Simon Premium Outlets Mortgage Loan, whichconstituted approximately 3.3% of the asset pool of the issuing entity as ofits cut-off date.  The Simon Premium Outlets Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the SimonPremium Outlets Mortgage Loan and one other *pari passu* loan, which isnot an asset of the issuing entity. The other *pari passu* portion of theloan combination was securitized in the GS Mortgage Securities Trust 2016-GS4transaction, Commission File Number 333-207677-03 (the “GSMS 2016-GS4Transaction”). This loan combination, including the Simon Premium OutletsMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the GSMS 2016-GS4 Transaction, which is incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K. The AMA Plaza MortgageLoan, previously an asset of the issuing entity being serviced under thepooling and servicing agreement for the GSMS 2016-GS4 Transaction, was not anasset of the issuing entity during the reporting period and is omitted fromthis Annual Report on Form 10-K and will be omitted from subsequent AnnualReports on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 350 Park Avenue Mortgage Loan, whichconstituted approximately 9.4% of the asset pool of the issuing entity as ofits cut-off date.  The 350 Park Avenue Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 350 ParkAvenue Mortgage Loan, three other *pari passu* loans and two subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the VNDO Trust 2016-350Ptransaction (the “VNDO Trust 2016-350P Transaction”). This loancombination, including the 350 Park Avenue Mortgage Loan, is being serviced andadministered pursuant to the trust and servicing agreement for the VNDO Trust2016-350P Transaction, which is incorporated by reference as Exhibit 4.4 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Pentagon Center Mortgage Loan, whichconstituted approximately 2.4% of the asset pool of the issuing entity as of itscut-off date.  The Pentagon Center Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the PentagonCenter Mortgage Loan and five other *pari passu* loans, which are notassets of the issuing entity. This loan combination, including the PentagonCenter Mortgage Loan, was serviced under the Pooling and Servicing Agreementfor the issuing entity prior to the closing of the securitization of a *paripassu* portion of the Pentagon Center loan combination in the GS MortgageSecurities Trust 2017-GS6 transaction, Commission File Number 333-207677-05(the “GSMS 2017-GS6 Transaction”).  After the closing of the GSMS2017-GS6 Transaction on May 31, 2017, this loan combination, including thePentagon Center Mortgage Loan was, and will continue to be, serviced andadministered pursuant to the pooling and servicing agreement with respect tothe GSMS 2017-GS6 Transaction, which is incorporated by reference as Exhibit4.5 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement, the primary servicer of the350 Park Avenue Mortgage Loan and the U.S. Industrial Portfolio Mortgage Loan,the special servicer of the Simon Premium Outlets Mortgage Loan and the primaryservicer and special servicer of the Pentagon Center Mortgage Loan. As aresult, Midland Loan Services, a Division of PNC Bank, National Association isa “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Midland Loan Services, a Division of PNC Bank, National Association in thecapacities described above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the U.S. Industrial Portfolio Mortgage Loan. As aresult, Rialto Capital Advisors, LLC is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Rialto Capital Advisors, LLC in thecapacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of the SimonPremium Outlets Mortgage Loan. As a result, Wells Fargo Bank, NationalAssociation is a “servicer” as defined in Item 1108(a)(2)(iii) of RegulationAB, in the capacities described above, because it is servicing mortgage loansthat constituted 10% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the 350 Park Avenue Mortgage Loan, the U.S. IndustrialPortfolio Mortgage Loan, the Simon Premium Outlets Mortgage Loan and thePentagon Center Mortgage Loan.  As a result, Wells Fargo Bank, NationalAssociation is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Wells Fargo Bank, National Association in the capacitiesdescribed above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the U.S. Industrial Portfolio Mortgage Loan and thePentagon Center Mortgage Loan.  As a result, Pentalpha Surveillance LLC isa servicing function participant in the capacities described above, because itis servicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPentalpha Surveillance LLC in the capacities described above are listed in theExhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Lafayette Centre Mortgage Loan, the GSKR&D Centre Mortgage Loan, the Ericsson North American HQ Mortgage Loan, theU.S. Industrial Portfolio Mortgage Loan, the 350 Park Avenue Mortgage Loan andthe Pentagon Center Mortgage Loan.  Pursuant to the Pooling and ServicingAgreement, the pooling and servicing agreement for the GSMS 2016-GS3Transaction, the trust and servicing agreement for the VNDO Trust 2016-350P Transactionand the pooling and servicing agreement for the GSMS 2017-GS6 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identified withrespect to Item 1122(d)(2)(iii) of Regulation AB, and each such party includedItem 1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Lafayette Centre Mortgage Loan,the GSK R&D Centre Mortgage Loan, the Ericsson North American HQ MortgageLoan, the U.S. Industrial Portfolio Mortgage Loan, the 350 Park Avenue MortgageLoan and the Pentagon Center Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the Simon Premium Outlets Mortgage Loan. Pursuant to the pooling and servicing agreement for the GSMS 2016-GS4Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Simon Premium Outlets Mortgage Loan have delivered one or more assessmentsof compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the Simon Premium OutletsMortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the U.S. IndustrialPortfolio Mortgage Loan, the Simon Premium Outlets Mortgage Loan, the 350 ParkAvenue Mortgage Loan and the Pentagon Center Mortgage Loan are omitted fromthis Annual Report on Form 10-K as the certificate administrator pursuant tothe related pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the 350 Park Avenue Mortgage Loan and the SimonPremium Outlets Mortgage Loan, (i) the report on assessment of compliance withservicing criteria and attestation report on assessment of compliance withservicing criteria of Park Bridge Lender Services LLC as operating advisor ofthe Simon Premium Outlets Mortgage Loan listed on the Exhibit Index are omittedfrom this Annual Report on Form 10-K as they are not required to be included onthis Annual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation ABbecause it is a party performing activities that address servicing criteriarelating to 5% or less of the assets of the issuing entity; and (ii) theservicer compliance statement of CWCapital Asset Management LLC as special servicerof the 350 Park Avenue Mortgage Loan listed on the Exhibit Index is omittedfrom this Annual Report on Form 10-K as it is not required by Item 1123 ofRegulation AB to be included on this Annual Report on Form 10-K because it isan unaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

**Item 1B.  Unresolved Staff Comments.**

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6. **

[Reserved]

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accountant Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, as Trustee,Certificate Administrator and Custodian, and CWCapital Asset Management LLC, asSpecial Servicer.

In December 2014, Phoenix Light SFLimited (Phoenix Light) and certain related entities filed a complaint in theUnited States District Court for the Southern District of New York allegingclaims against Wells Fargo Bank, N.A., in its capacity as trustee for a numberof residential mortgage-backed securities (RMBS) trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,as trustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

From time to time,CWCapital Asset Management LLC, a Delaware limited liability company (“CWCAM”),is a party to lawsuits and other legal proceedings as part of its duties as aspecial servicer (e.g., enforcement of loan obligations) and/or arising in theordinary course of business. Other than as set forth in the followingparagraphs, there are currently no legal proceedings pending, and no legalproceedings known to be contemplated by governmental authorities, against CWCAMor of which any of its property is the subject, that are material to thecertificateholders. 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County, Minnesota(the “State Court”) for a declaratory judgment as to the proper allocation ofcertain proceeds (“Disputed Proceeds”) received by CWCAM in connection with thesale of the Peter Cooper Village and Stuyvesant Town property in New York, NewYork securing loans held by those trusts.  CWCAM was the special servicerof such property.  The petition requests the State Court to instruct thetrustee, the trust beneficiaries, and any other interested parties as to theamount of the Disputed Proceeds, if any, that constitute penalty interestand/or the amount of the Disputed Proceeds, if any, that constitutegain-on-sale proceeds, with respect to each trust.  On February 24, 2016,CWCAM made a limited appearance with the State Court to file a motion to dismissthis proceeding based on lack of jurisdiction, mootness, standing and forum nonconveniens.  On July 19, 2016, the State Court denied CWCAM’s motion todismiss.  On July 22, 2016, the action was removed to federal court inMinnesota (“Federal Court”).  On October 21, 2016, the Federal Court helda hearing on the motion to transfer the action to the United States DistrictCourt for the Southern District of New York (“SDNY Court”), a motion to remandto state court and a motion to hear CWCAM’s request for reconsideration of themotion to dismiss.  On March 14, 2017, the Federal Court reserved thedetermination on the motion to hear CWCAM’s request for reconsideration of themotion to dismiss, denied the motion to remand the matter to state court andgranted the motion to transfer the proceeding to the SDNY Court.  Crossmotions for judgment on the pleadings were filed but the SDNY Court was unableto decide the case based on the pleadings and the SDNY Court ordereddiscovery.  All fact discovery was completed in December, 2018 and expertdiscovery was completed on March 15, 2019.  The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct.  In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020.  Oral argumenton the appeal occurred on June 21, 2021.  On July 14, 2022, the SecondCircuit entered a decision affirming in part and reversing in part the SDNYCourt’s decision and remanding to the SDNY Court for further proceedings. The Second Circuit affirmed the SDNY’s Court holding that Penalty Interest andYield Maintenance are paid before Gain-On-Sale Proceeds.  The SecondCircuit reversed and remanded for further proceedings that portion of the SDNYCourt’s decision related to approximately $67.2 million in interest onadvances.   On January 13, 2023, the parties entered into asettlement agreement, in which (among other things) they agreed to stipulatethat the amount of interest on advances that accrued on or before June 3, 2014is $27.5 million, and that CWCAM would pay that amount into escrow fordistribution to certificateholders upon the entry of an order by the Courtapproving the settlement.  U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court.  A hearing on the settlement isscheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal the dismissalof the claims against CWCAM.  Both requests for leave were denied by theFirst Department.  On May 15, 2020, CWCI and CWCAM filed a motion to renewits motion to dismiss as to 4 of the remaining counts (including the remainingtwo counts against CWCAM for aiding and abetting breach of fiduciary duty andunjust enrichment), based on a decision entered by Judge Failla in a trustinstruction proceeding  in the US District Court for the Southern Districtof New York awarding summary judgment in favor of CWCAM.  On September 7,2021, the court denied the motion to renew.  CWCI and CWCAM filed a noticeof appeal, which they perfected by the filing of their opening brief on July 1,2022.  On November 15, 2022, the First Department affirmed the court’sdenial of the motion to renew.  On October 1, 2021, CWCI and CWCAM movedto reargue the denial of the motion to renew (or alternatively, the motion todismiss) with respect to certain of Cobalt’s claims, including the remaining 2claims against CWCAM, based on the First Department’s April 27, 2021decision.  On March 24, 2022, the court denied the relief sought in themotion to reargue.  CWCI and CWCAM have appealed the court’s decision onthe motion to reargue and filed their opening brief on July 11, 2022.  Theappeal was dismissed as being non-appealable on August 30, 2022.  CWCAMbelieves that it has performed its obligations under the related pooling andservicing agreements in good faith and the remaining allegations in the NewComplaint are without merit.   

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on March 21, 2017 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on such assessmentsof compliance with respect to the mortgage loans are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the Poolingand Servicing Agreement incorporated by reference as Exhibit 4.1 to this AnnualReport on Form 10-K is a chart identifying the entities participating in aservicing function for the transaction responsible for each applicableservicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the U.S. Industrial PortfolioMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the GSMS 2016-GS3 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the GSMS 2016-GS3 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the GSMS2016-GS3 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Simon Premium Outlets MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the GSMS 2016-GS4 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the GSMS 2016-GS4 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the GSMS2016-GS4 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 350 Park Avenue Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the VNDO Trust 2016-350P Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the trustand servicing agreement for the VNDO Trust 2016-350P Transaction incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the VNDOTrust 2016-350P Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Pentagon Center Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the GSMS 2017-GS6 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling andservicing agreement for the GSMS 2017-GS6 Transaction incorporated by referenceas Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the GSMS 2017-GS6Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibit and Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

 

4.1          Pooling and Servicing Agreement, dated as of March 1,2017, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator, Wells Fargo Bank, NationalAssociation, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand as Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K/A filed on April 21, 2017 under Commission File No.333-207677-04 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of September 1,2016, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, Rialto Capital Advisors, LLC, as General Special Servicer, TrimontReal Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wells Fargo Bank,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.4 to the registrant’sCurrent Report on Form 8-K filed on March 21, 2017 under Commission File No.333-207677-04 and incorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of November 1,2016, by and among GS Mortgage Securities Corporation II, as Depositor, WellsFargo Bank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as General Special Servicer, WellsFargo Bank, National Association, as AMA Plaza Special Servicer, AEGON USARealty Advisors, LLC, as 225 Bush Street Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Park Bridge Lender Services LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.3 to theregistrant’s Current Report on Form 8-K filed on March 21, 2017 underCommission File No. 333-207677-04 and incorporated by reference herein).

4.4          Trust and Servicing Agreement, dated as of December 6,2016, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells FargoBank, National Association, as Certificate Administrator and Wells Fargo Bank,National Association, as Trustee (filed as Exhibit 4.2 to the registrant’sCurrent Report on Form 8-K filed on March 21, 2017 under Commission File No.333-207677-04 and incorporated by reference herein).

4.5          Pooling and Servicing Agreement, dated as of May 1, 2017,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer, Wells Fargo Bank, National Association, as Certificate Administrator,Wells Fargo Bank, National Association, as Trustee and Pentalpha SurveillanceLLC, as Operating Advisor and as Asset Representations Reviewer (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K filed on June 2,2017 under Commission File No. 333-207677-04 and incorporated by referenceherein).

4.6          Co-Lender Agreement, dated as of December 2, 2016, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, GoldmanSachs Mortgage Company, as Initial Note A-2 Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A-3 Holder, Deutsche Bank AG, New York Branch, asInitial Note A-4 Holder, Goldman Sachs Mortgage Company, as Initial Note B-1Holder, and Deutsche Bank AG, New York Branch, as Initial Note B-2 Holder(filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed onMarch 21, 2017 under Commission File No. 333-207677-04 and incorporated byreference herein).

4.7          Co-Lender Agreement, dated as of March 16, 2017, by andamong Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman SachsMortgage Company, as Initial Note A-2 Holder, and Goldman Sachs MortgageCompany, as Initial Note A-3 Holder (filed as Exhibit 4.6 to the registrant’sCurrent Report on Form 8-K filed on March 21, 2017 under Commission File No.333-207677-04 and incorporated by reference herein).

4.8          Co-Lender Agreement, dated as of September 1, 2016, byand among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, GoldmanSachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs MortgageCompany, as Initial Note A-3 Holder, and Goldman Sachs Mortgage Company, asInitial Note A-4 Holder (filed as Exhibit 4.7 to the registrant’s CurrentReport on Form 8-K filed on March 21, 2017 under Commission File No.333-207677-04 and incorporated by reference herein).

4.9          Co-Lender Agreement, dated as of March 16, 2017, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and GoldmanSachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit 4.8 to theregistrant’s Current Report on Form 8-K filed on March 21, 2017 under CommissionFile No. 333-207677-04 and incorporated by reference herein).

4.10         Co-Lender Agreement, dated as of March 16, 2017, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and GoldmanSachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit 4.9 to theregistrant’s Current Report on Form 8-K filed on March 21, 2017 underCommission File No. 333-207677-04 and incorporated by reference herein).

4.11         Co-Lender Agreement, dated as of November 1, 2016, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and GoldmanSachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit 4.10 tothe registrant’s Current Report on Form 8-K filed on March 21, 2017 underCommission File No. 333-207677-04 and incorporated by reference herein).

4.12         Agreement Between Noteholders, dated as of November 17,2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, GoldmanSachs Mortgage Company, as Initial Note B Holder, and SHBNPP GlobalProfessional Investment Type Private Real Estate Investment Trust No.6., as InitialNote C Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form8-K filed on March 21, 2017 under Commission File No. 333-207677-04 andincorporated by reference herein).

4.13         Co-Lender Agreement, dated as of March 16, 2017, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, GoldmanSachs 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-4Holder, Morgan Stanley Bank, N.A., as Initial Note A-5 Holder, and MorganStanley Bank, N.A., as Initial Note A-6 Holder (filed as Exhibit 4.12 to theregistrant’s Current Report on Form 8-K filed on March 21, 2017 underCommission File No. 333-207677-04 and incorporated by reference herein).

10           Mortgage Loan Purchase Agreement, dated as of March 1,2017, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 10 to the registrant’s Current Report on Form 8-Kfiled on March 21, 2017 under Commission File No. 333-207677-04 and incorporatedby reference herein).

 

31           Rule 13a-14(d)/15d-14(d) Certifications.

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

33.2        Rialto Capital Advisors, LLC, as Special Servicer

33.3        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Pentalpha Surveillance LLC, as Operating Advisor

33.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administrator

33.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

33.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lafayette Centre Mortgage Loan(see Exhibit 33.1)

33.9        Rialto Capital Advisors, LLC, as Special Servicerof the Lafayette Centre Mortgage Loan (see Exhibit 33.2)

33.10      Wells Fargo Bank, National Association, as Trustee of the Lafayette CentreMortgage Loan (Omitted. See Explanatory Notes.)

33.11      Wells Fargo Bank, National Association, asCustodian of the Lafayette Centre Mortgage Loan (see Exhibit 33.4)

33.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe Lafayette Centre Mortgage Loan (see Exhibit 33.5)

33.13       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 33.7)

33.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the GSK R&D Centre MortgageLoan (see Exhibit 33.1)

33.15      Rialto Capital Advisors, LLC, as Special Servicerof the GSK R&D Centre Mortgage Loan (see Exhibit 33.2)

33.16      Wells Fargo Bank, National Association, as Trustee of the GSK R&D CentreMortgage Loan (Omitted. See Explanatory Notes.)

33.17      Wells Fargo Bank, National Association, asCustodian of the GSK R&D Centre Mortgage Loan (see Exhibit 33.4)

33.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe GSK R&D Centre Mortgage Loan (see Exhibit 33.5)

33.19      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ericsson North American HQMortgage Loan (see Exhibit 33.1)

33.21      Rialto Capital Advisors, LLC, as Special Servicerof the Ericsson North American HQ Mortgage Loan (see Exhibit 33.2)

33.22      Wells Fargo Bank, National Association, as Trustee of the Ericsson NorthAmerican HQ Mortgage Loan (Omitted. See Explanatory Notes.)

33.23      Wells Fargo Bank, National Association, asCustodian of the Ericsson North American HQ Mortgage Loan (see Exhibit 33.4)

33.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe Ericsson North American HQ Mortgage Loan (see Exhibit 33.5)

33.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial PortfolioMortgage Loan (see Exhibit 33.1)

33.27      Rialto Capital Advisors, LLC, as Special Servicerof the U.S. Industrial Portfolio Mortgage Loan (see Exhibit 33.2)

33.28      Wells Fargo Bank, National Association, as Trustee of the U.S. IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.29      Wells Fargo Bank, National Association, asCustodian of the U.S. Industrial Portfolio Mortgage Loan (see Exhibit 33.4)

33.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe U.S. Industrial Portfolio Mortgage Loan (see Exhibit 33.5)

33.31      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.32      Wells Fargo Bank, National Association, as PrimaryServicer of the Simon Premium Outlets Mortgage Loan

33.33      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Simon Premium Outlets MortgageLoan (see Exhibit 33.1)

33.34      Wilmington Trust, National Association, as Trustee of the Simon Premium OutletsMortgage Loan (Omitted. See Explanatory Notes.)

33.35      Wells Fargo Bank, National Association, as Custodianof the Simon Premium Outlets Mortgage Loan (see Exhibit 33.4)

33.36      Park Bridge Lender Services LLC, as Operating Advisor of the Simon PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

33.37      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Simon Premium Outlets Mortgage Loan

33.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 350 Park Avenue Mortgage Loan(see Exhibit 33.1)

33.40      CWCapital Asset Management LLC, as SpecialServicer of the 350 Park Avenue Mortgage Loan

33.41      Wells Fargo Bank, National Association, as Trustee of the 350 Park AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.42      Wells Fargo Bank, National Association, asCustodian of the 350 Park Avenue Mortgage Loan (see Exhibit 33.4)

33.43      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.44      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Pentagon Center Mortgage Loan(see Exhibit 33.1)

33.45      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pentagon Center Mortgage Loan(see Exhibit 33.1)

33.46      Wells Fargo Bank, National Association, as Trustee of the Pentagon CenterMortgage Loan (Omitted. See Explanatory Notes.)

33.47      Wells Fargo Bank, National Association, asCustodian of the Pentagon Center Mortgage Loan (see Exhibit 33.4)

33.48      Pentalpha Surveillance LLC, as Operating Advisor ofthe Pentagon Center Mortgage Loan (see Exhibit 33.5)

33.49      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

34           Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

34.2        Rialto Capital Advisors, LLC, as Special Servicer

34.3        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

34.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administrator

34.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

34.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lafayette Centre Mortgage Loan(see Exhibit 34.1)

34.9        Rialto Capital Advisors, LLC, as Special Servicerof the Lafayette Centre Mortgage Loan (see Exhibit 34.2)

34.10      Wells Fargo Bank, National Association, as Trustee of the Lafayette CentreMortgage Loan (Omitted. See Explanatory Notes.)

34.11      Wells Fargo Bank, National Association, asCustodian of the Lafayette Centre Mortgage Loan (see Exhibit 34.4)

34.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe Lafayette Centre Mortgage Loan (see Exhibit 34.5)

34.13      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the GSK R&D Centre MortgageLoan (see Exhibit 34.1)

34.15      Rialto Capital Advisors, LLC, as Special Servicerof the GSK R&D Centre Mortgage Loan (see Exhibit 34.2)

34.16      Wells Fargo Bank, National Association, as Trustee of the GSK R&D CentreMortgage Loan (Omitted. See Explanatory Notes.)

34.17      Wells Fargo Bank, National Association, asCustodian of the GSK R&D Centre Mortgage Loan (see Exhibit 34.4)

34.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe GSK R&D Centre Mortgage Loan (see Exhibit 34.5)

34.19      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ericsson North American HQMortgage Loan (see Exhibit 34.1)

34.21      Rialto Capital Advisors, LLC, as Special Servicerof the Ericsson North American HQ Mortgage Loan (see Exhibit 34.2)

34.22      Wells Fargo Bank, National Association, as Trustee of the Ericsson NorthAmerican HQ Mortgage Loan (Omitted. See Explanatory Notes.)

34.23      Wells Fargo Bank, National Association, asCustodian of the Ericsson North American HQ Mortgage Loan (see Exhibit 34.4)

34.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe Ericsson North American HQ Mortgage Loan (see Exhibit 34.5)

34.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial PortfolioMortgage Loan (see Exhibit 34.1)

34.27      Rialto Capital Advisors, LLC, as Special Servicerof the U.S. Industrial Portfolio Mortgage Loan (see Exhibit 34.2)

34.28      Wells Fargo Bank, National Association, as Trustee of the U.S. IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.29      Wells Fargo Bank, National Association, asCustodian of the U.S. Industrial Portfolio Mortgage Loan (see Exhibit 34.4)

34.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe U.S. Industrial Portfolio Mortgage Loan (see Exhibit 34.5)

34.31      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.32      Wells Fargo Bank, National Association, as PrimaryServicer of the Simon Premium Outlets Mortgage Loan

34.33      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Simon Premium Outlets MortgageLoan (see Exhibit 34.1)

34.34      Wilmington Trust, National Association, as Trustee of the Simon Premium OutletsMortgage Loan (Omitted. See Explanatory Notes.)

34.35      Wells Fargo Bank, National Association, asCustodian of the Simon Premium Outlets Mortgage Loan (see Exhibit 34.4)

34.36      Park Bridge Lender Services LLC, as Operating Advisor of the Simon PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

34.37      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Simon Premium Outlets Mortgage Loan

34.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 350 Park Avenue Mortgage Loan(see Exhibit 34.1)

34.40      CWCapital Asset Management LLC, as SpecialServicer of the 350 Park Avenue Mortgage Loan

34.41      Wells Fargo Bank, National Association, as Trustee of the 350 Park AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.42      Wells Fargo Bank, National Association, asCustodian of the 350 Park Avenue Mortgage Loan (see Exhibit 34.4)

34.43      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.44      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Pentagon Center Mortgage Loan(see Exhibit 34.1)

34.45      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pentagon Center Mortgage Loan(see Exhibit 34.1)

34.46      Wells Fargo Bank, National Association, as Trustee of the Pentagon CenterMortgage Loan (Omitted. See Explanatory Notes.)

34.47      Wells Fargo Bank, National Association, asCustodian of the Pentagon Center Mortgage Loan (see Exhibit 34.4)

34.48      Pentalpha Surveillance LLC, as Operating Advisor ofthe Pentagon Center Mortgage Loan (see Exhibit 34.5)

34.49      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

35.2        Rialto Capital Advisors, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

35.5        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lafayette Centre Mortgage Loan(see Exhibit 35.1)

35.6        Rialto Capital Advisors, LLC, as Special Servicerof the Lafayette Centre Mortgage Loan (see Exhibit 35.2)

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the GSK R&D Centre MortgageLoan (see Exhibit 35.1)

35.8        Rialto Capital Advisors, LLC, as Special Servicerof the GSK R&D Centre Mortgage Loan (see Exhibit 35.2)

35.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ericsson North American HQMortgage Loan (see Exhibit 35.1)

35.10      Rialto Capital Advisors, LLC, as Special Servicerof the Ericsson North American HQ Mortgage Loan (see Exhibit 35.2)

35.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial PortfolioMortgage Loan (see Exhibit 35.1)

35.12      Rialto Capital Advisors, LLC, as Special Servicerof the U.S. Industrial Portfolio Mortgage Loan (see Exhibit 35.2)

35.13      Wells Fargo Bank, National Association, as PrimaryServicer of the Simon Premium Outlets Mortgage Loan

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Simon Premium Outlets MortgageLoan (see Exhibit 35.1)

35.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 350 Park Avenue Mortgage Loan(see Exhibit 35.1)

35.16      CWCapital Asset Management LLC, as Special Servicer of the 350 Park AvenueMortgage Loan (Omitted. See Explanatory Notes.)

35.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Pentagon Center Mortgage Loan(see Exhibit 35.1)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pentagon Center Mortgage Loan(see Exhibit 35.1)

(b)  The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation S-K are listed above.

(c)   Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities CorporationII(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2023

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