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10-K 1 gsmsc2012gcj910k.htm GSMSC 2012-GCJ9 FORM 10-K J:\GSMSC 2012-GCJ9\SEC\10-K\GSMSC 2012-GCJ9 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number of issuing entity: 333-171508-04

GS Mortgage Securities Trust 2012-GCJ9,

(Exact name of issuing entity as specified in its charter)

GS Mortgage Securities Corporation II

(Exact name of the depositor as specified in its charter)

Jefferies LoanCore LLC

Goldman Sachs Mortgage Company

Citigroup Global Market Realty Corp.

Archetype Mortgage Funding I LLC

(Exact name of the sponsor as specified in its charter)

46-1483808
46-1493598

(State or other jurisdiction of incorporation)

(I.R.S. employer identification no.)

c/o U.S. Bank National Association

190 S. LaSalle Street Chicago, IL

(Address of principal executive offices)

Registrant's telephone number, including area code: (312) 332-7490

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Not applicable.

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definition of "accelerated filer, large accelerated filer and smaller reporting
company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer Accelerated filer

Non-accelerated filer (x) Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Not applicable.

Indicate the number of shares outstanding of each of the registrant'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 reference and the Part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) Any annual report to security holder; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
The listed documents should be clearly described for identification purposes (e.g., annual report to security holders
for the fiscal year ended December 24, 1980).

Not applicable.

Unresolved Staff Comments

Legal Proceedings

Mine Safety Disclosures

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Selected Financial Data

Management's Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Controls and Procedures.

Other Information.

Directors, Executive Officers and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112 (b) (1) of Regulation AB. Significant Obligors of Pool Assets Financial Information.

The Bristol Plaza, 336 East 71st Street Mortgage Loan (Control #1 on Annex A of the prospectus supplement of the
Registrant relating to the issuing entity filed on November 27, 2012 pursuant to Rule 424(b)(5)), is a significant
obligor within the meaning of Item 1101 (k)(2) of Regulation AB.

In accordance with Item 1112(b) of Regulation AB, the most recent unaudited Net Operating Income of the
significant obligor is $11,298,315, a year-to-date figure for the period of January 1, 2012 through December 31,
2012.

Item 1114 (b) (2) of Regulation AB, Significant Enhancement Provider Financial Information.

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

Item 1115 (b) of Regulation AB, Certain Derivatives Instruments Financial Information.

No entity or group of affiliated entities provides any derivative instruments or other support for the certificates
within this transaction as described under Item 1115 or Regulation AB.

Item 1117 of Regulation AB, Legal Proceeding.

The Registrant knows of no material pending legal proceedings involving the entities contemplated by Item 1117 of
Regulation AB, other than routine litigation incidental to the duties of those respective parties.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.

The information regarding this item has been previously provided in a prospectus supplement of the Registrant
relating to the issuing entity filed on November 27, 2012 pursuant to Rule 424(b)(5).

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related
attestation reports on such assessments of compliance are attached hereto under Item 15. Attached as Exhibit O to
the Pooling and Servicing Agreement incorporated by reference as Exhibit 4 to this report is a chart identifying the
entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

Item 1123 of Regulation AB. Servicer Compliant Statement.

The servicer compliance statements are attached hereto under Item 15.

Exhibits, Financial Statement Schedules.

(a) The following is a list of documents filed as part of this Annual Report on Form 10-K
(1)

4 Pooling and Servicing Agreement, dated as of November 1, 2012, by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor,
and U.S. Bank National Association, as Certificate Administrator and Trustee. (Filed as Exhibit 4 to
the Registrant's current report on Form 8-K, filed on November 27, 2012 and incorporated by
reference herein)

10.1 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Goldman Sachs
Mortgage Company and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.1 to the Registrant's
current report on Form 8-K, filed on November 27, 2012 and incorporated by reference herein)

10.2 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Citigroup Global
Markets Reality Corp. and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.2 to the
Registrant's current report on Form 8-K, filed on November 27, 2012 and incorporated by reference
herein)

10.3 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Archetype Mortgage
Funding I LLC and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.3 to the Registrant's
current report on Form 8-K, filed on November 27, 2012 and incorporated by reference herein)

10.4 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Jefferies LoanCore
LLC and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.4 to the Registrant's current report
on Form 8-K, filed on November 27, 2012 and incorporated by reference herein)

31. Rule 15(d)-14(d) Certification

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

33.1 Wells Fargo Bank, National Association, as Master Servicer

33.2 Rialto Capital Advisors, LLC, as Special Servicer

33.3 Pentalpha Surveillance, LLC, as Operating Advisor

33.4 U.S. Bank National Association, as Certificate Administrator

33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant

33.6 National Tax Search, LLC, as Servicing Function Participant

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

34.1 Wells Fargo Bank, National Association, as Master Servicer

34.2 Rialto Capital Advisors, LLC, as Special Servicer

34.3 Pentalpha Surveillance, LLC, as Operating Advisor

34.4 U.S. Bank National Association, as Certificate Administrator

34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant

34.6 National Tax Search, LLC, as Servicing Function Participant

35. Servicer Compliance Statement

35.1 Wells Fargo Bank, National Association, as Master Servicer

35.2 Rialto Capital Advisors, LLC, as Special Servicer

35.3 U.S. Bank National Association, as Certificate Administrator

(b) The exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed
above and in the Exhibit Index that immediately follows the signature page hereof.

Pooling and Servicing Agreement, dated as of November 1, 2012, by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as
Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.
(Filed as Exhibit 4 to the Registrant's Current Report on Form 8-K, filed on November 27, 2012
and incorporated by reference herein)

10.1 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Goldman Sachs
Mortgage Company and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.1 to the
Registrant's current report on Form 8-K, filed on November 27, 2012 and incorporated by reference
herein)

10.2 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Citigroup Global
Markets Reality Corp. and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.2 to the
Registrant's current report on Form 8-K, filed on November 27, 2012 and incorporated by reference
herein)

10.3 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Archetype
Mortgage Funding I LLC and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.3 to the
Registrant's current report on Form 8-K, filed on November 27, 2012 and incorporated by reference
herein)

10.4 Mortgage Loan Purchase Agreement, dated as of November 1, 2012, between Jefferies LoanCore
LLC and GS Mortgage Securities Corporation II. (Filed as Exhibit 10.4 to the Registrant's current
report on Form 8-K, filed on November 27, 2012 and incorporated by reference herein)

Rule 15(d)-14(d) Certification

Reports on assessment of compliance with servicing criteria for asset-backed securities
33.1 Wells Fargo Bank, National Association, as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Pentalpha Surveillance, LLC, as Operating Advisor
33.4 U.S. Bank National Association, as Certificate Administrator
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.6 National Tax Search, LLC, as Servicing Function Participant

Attestation reports on assessment of compliance with servicing criteria for asset-backed securities

34.1 Wells Fargo Bank, National Association, as Master Servicer

34.2 Rialto Capital Advisors, LLC, as Special Servicer

34.3 Pentalpha Surveillance, LLC, as Operating Advisor

34.4 U.S. Bank National Association, as Certificate Administrator

34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant

34.6 National Tax Search, LLC, as Servicing Function Participant

Servicer Compliance Statement

35.1 Wells Fargo Bank, National Association, as Master Servicer

35.2 Rialto Capital Advisors, LLC, as Special Servicer

35.3 U.S. Bank National Association, as Certificate Administrator

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the

Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GS Mortgage Securities Corporation II

/s/ J. Theodore Borter

Name: J. Theodore Borter

Dated: March 29, 2013