**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, 2021or**

**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: 333-226082-02**

**Central Index Key Number of the issuing entity:0001771501**

**GS Mortgage Securities Trust2019-GC39**

**(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)**

** **

**Central Index Key Number of the sponsor: 0001701238**

**Citi Real Estate Funding Inc.**

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

** **

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

**the issuing entity)** | **38-4117280**

**38-4117281**

**38-7221293**

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

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

**c/o 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 and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

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                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller 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

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 byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 59 Maiden Lane Mortgage Loan, the MoffettTowers II Building V Mortgage Loan, the Albertsons Industrial - PA MortgageLoan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel PortfolioMortgage Loan and the Lakeside Apartments Mortgage Loan, which constitutedapproximately 9.3%, 8.1%, 7.7%, 6.9%, 6.2% and 4.4%, respectively, of the assetpool of the issuing entity as of its cut-off date, are each an asset of theissuing entity and are each part of a loan combination that includes (a) withrespect to the 59 Maiden Lane Mortgage Loan, two other *pari passu* loans,which are not assets of the issuing entity, (b) with respect to the MoffettTowers II Building V Mortgage Loan, three other *pari passu* loans andfour subordinate companion loans, each of which are not assets of the issuingentity, (c) with respect to the Albertsons Industrial - PA Mortgage Loan, oneother *pari passu* loan, which is not an asset of the issuing entity, (d)with respect to the Waterford Lakes Town Center Mortgage Loan, three other *paripassu* loans, which are not assets of the issuing entity, (e) with respectto the Arbor Hotel Portfolio Mortgage Loan, one other *pari passu* loan,which is not an asset of the issuing entity and (f) with respect to theLakeside Apartments Mortgage Loan, one other *pari passu* loan, which isnot an asset of the issuing entity. These loan combinations, including the 59Maiden Lane Mortgage Loan, the Moffett Towers II Building V Mortgage Loan, theAlbertsons Industrial - PA Mortgage Loan, the Waterford Lakes Town CenterMortgage Loan, the Arbor Hotel Portfolio Mortgage Loan and the LakesideApartments Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1to 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 365 Bond Mortgage Loan, which constitutedapproximately 5.6% of the asset pool of the issuing entity as of its cut-offdate.  The 365 Bond Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes the 365 Bond Mortgage Loan and oneother *pari passu* loan, which is not an asset of the issuing entity. Theother *pari passu* portion of the loan combination was securitized in theGS Mortgage Securities Trust 2019-GC38 transaction, Commission File Number333-226082-01 (the “GSMS 2019-GC38 Transaction”). This loan combination,including the 365 Bond Mortgage Loan, is being serviced and administeredpursuant to the pooling and servicing agreement for the GSMS 2019-GC38Transaction, which is incorporated by reference as Exhibit 4.2 to this AnnualReport on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 101 California Street Mortgage Loan, whichconstituted approximately 9.7% of the asset pool of the issuing entity as ofits cut-off date.  The 101 California Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 101California Street Mortgage Loan, eight other *pari passu* loans and twosubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the CALI MortgageTrust 2019-101C transaction (the “CALI 2019-101C Transaction”). Thisloan combination, including the 101 California Street Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theCALI 2019-101C Transaction, which is incorporated by reference as Exhibit 4.3to 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 Tulsa Office Portfolio Mortgage Loan and theSoho Beach House Mortgage Loan, which constituted approximately 2.5% and 1.9%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Tulsa Office Portfolio Mortgage Loan and the Soho Beach HouseMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes the Tulsa Office Portfolio Mortgage Loan or theSoho Beach House Mortgage Loan and one other *pari passu* loan, each ofwhich is not an asset of the issuing entity. The other *pari passu*portion of each loan combination was securitized in the Benchmark 2019-B10Mortgage Trust transaction, Commission File Number 333-226943-02 (the “Benchmark2019-B10 Transaction”). These loan combinations, including the Tulsa OfficePortfolio Mortgage Loan and the Soho Beach House Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2019-B10 Transaction, which is incorporated by reference asExhibit 4.4 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 57 East 11th Street Mortgage Loan, whichconstituted approximately 1.9% of the asset pool of the issuing entity as ofits cut-off date.  The 57 East 11th Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 57 East11th Street Mortgage Loan and two other *pari passu* loans, which are notassets of the issuing entity.  This loan combination, including the 57East 11th Street Mortgage Loan, was serviced under the Pooling and ServicingAgreement for the issuing entity prior to the closing of the securitization ofa *pari passu* portion of the 57 East 11th Street loan combination in theGS Mortgage Securities Trust 2019-GC40 transaction, Commission File Number333-226082-03 (the “GSMS 2019-GC40 Transaction”).  After theclosing of the GSMS 2019-GC40 Transaction on July 11, 2019, this loancombination, including the 57 East 11th Street Mortgage Loan was, and willcontinue to be, serviced and administered pursuant to the pooling and servicingagreement with respect to the GSMS 2019-GC40 Transaction, which is incorporatedby reference as Exhibit 4.5 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 the57 East 11th Street Mortgage Loan, the special servicer of the 57 East 11thStreet Mortgage Loan prior to July 19, 2021 and the 365 Bond Mortgage Loan andthe primary servicer and special servicer of the 101 California Street MortgageLoan. As a result, Midland Loan Services, a Division of PNC 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 delivered byMidland Loan Services, a Division of PNC Bank, National Association in thecapacities described above are listed in the Exhibit Index.

LNR Partners, LLC is the specialservicer of the Tulsa Office Portfolio Mortgage Loan, the 57 East 11th StreetMortgage Loan on and after July 19, 2021 and the Soho Beach House MortgageLoan.  These mortgage loans constitute more than 5%, but less than 10%, ofthe pool assets of the issuing entity.  Therefore, the Depositor includedin this Annual Report on Form 10-K an assessment of compliance with applicableservicing criteria for LNR Partners, LLC and an accountants’ attestation reportpursuant to Item 1122 of Regulation AB because LNR Partners, LLC is servicingmore than 5% of the pool assets.  However, the Depositor is not requiredto include in this Annual Report on Form 10-K a servicer compliance statementpursuant to Item 1123 of Regulation AB of LNR Partners, LLC because LNRPartners, LLC is an unaffiliated servicer servicing less than 10% of poolassets.

KeyBank National Association isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the primary servicer of the Tulsa Office PortfolioMortgage Loan and the Soho Beach House Mortgage Loan. As a result, KeyBankNational Association is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by KeyBank National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, National Associationis the certificate administrator of the mortgage loans serviced under thePooling and Servicing Agreement and the primary servicer of the 365 BondMortgage Loan. As a result, Wells Fargo Bank, National Association is a“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 Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the 101California Street Mortgage Loan, the 365 Bond Mortgage Loan, the Tulsa OfficePortfolio Mortgage Loan, the 57 East 11th Street Mortgage Loan and the SohoBeach House 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 the operating advisor of the101 California Street Mortgage Loan, the 365 Bond Mortgage Loan, the TulsaOffice Portfolio Mortgage Loan, the 57 East 11th Street Mortgage Loan and theSoho Beach House Mortgage Loan.  As a result, Pentalpha Surveillance LLCis a servicing function participant in the capacities described above, becauseit is 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 59 Maiden Lane Mortgage Loan, the MoffettTowers II Building V Mortgage Loan, the Albertsons Industrial - PA MortgageLoan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel PortfolioMortgage Loan, the Lakeside Apartments Mortgage Loan, the 101 California StreetMortgage Loan, the Tulsa Office Portfolio Mortgage Loan, the Soho Beach HouseMortgage Loan and the 57 East 11th Street Mortgage Loan.  Pursuant to thePooling and Servicing Agreement, the trust and servicing agreement for the CALI2019-101C Transaction, the pooling and servicing agreement for the Benchmark2019-B10 Transaction and the pooling and servicing agreement for the GSMS2019-GC40 Transaction, the trustee is required to provide an assessment ofcompliance with 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 59 Maiden Lane Mortgage Loan, the Moffett Towers II Building V MortgageLoan, the Albertsons Industrial - PA Mortgage Loan, the Waterford Lakes TownCenter Mortgage Loan, the Arbor Hotel Portfolio Mortgage Loan, the LakesideApartments Mortgage Loan, the 101 California Street Mortgage Loan, the TulsaOffice Portfolio Mortgage Loan, the Soho Beach House Mortgage Loan and the 57East 11th Street Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, National Associationacts as trustee of the 365 Bond Mortgage Loan.  Pursuant to the poolingand servicing agreement for the GSMS 2019-GC38 Transaction, the trustee isrequired to provide an assessment of compliance with applicable servicingcriteria 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 identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable 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 365 Bond Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(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 365 Bond Mortgage Loan toremit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcel information,and to verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas 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) of RegulationAB that looks to the functions that an entity performs, this party is a“servicer” for the purposes of Item 1123 of Regulation AB.  See Complianceand Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 365 Bond Mortgage Loan, the 101 California Street MortgageLoan, the Tulsa Office Portfolio Mortgage Loan, the Soho Beach House MortgageLoan and the 57 East 11th Street Mortgage Loan are omitted from this AnnualReport on Form 10-K as the certificate administrator pursuant to the relatedpooling and servicing agreement or trust and servicing agreement does notperform 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.

Withrespect to the *pari passu* loan combinations that include theTulsa Office Portfolio Mortgage Loan, the 57 East 11th Street MortgageLoan and the Soho Beach House Mortgage Loan, theservicer compliance statement of LNR Partners, LLC as special servicer of theTulsa Office Portfolio Mortgage Loan, the 57 East 11th Street Mortgage Loan onand after July 19, 2021 and the Soho Beach House Mortgage Loan, listed on theExhibit Index is omitted from this Annual Report on Form 10-K as it is notrequired by Item 1123 of Regulation AB to be included on this Annual Report onForm 10-K because it is an unaffiliated party that is not a “servicer” thatmeets the criteria in Item 1108(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.  Selected Financial Data.**

Omitted.

**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.

**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 Accounting 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 externalcreditenhancement 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.

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

**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 May 23, 2019 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 suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing 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 365 Bond Mortgage Loan, which isbeing serviced and administered pursuant to the pooling and servicing agreementfor the GSMS 2019-GC38 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicingagreement for the GSMS 2019-GC38 Transaction incorporated by reference asExhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the GSMS 2019-GC38Transaction responsible for each applicable servicing criteria set forth inItem 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 101 California Street MortgageLoan, which is being serviced and administered pursuant to the trust andservicing agreement for the CALI 2019-101C Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to thetrust and servicing agreement for the CALI 2019-101C 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 CALI2019-101C Transaction responsible for each applicable servicing criteria set forthin 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 Tulsa Office Portfolio MortgageLoan and the Soho Beach House Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2019-B10 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Schedule II to the pooling and servicing agreementfor the Benchmark 2019-B10 Transaction incorporated by reference as Exhibit 4.4to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the Benchmark 2019-B10 Transactionresponsible for each applicable servicing 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 57 East 11th Street MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the GSMS 2019-GC40 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 2019-GC40 Transaction incorporatedby reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the GSMS2019-GC40 Transaction responsible for each applicable servicing criteria setforth in Item 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. Exhibits, 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 May 1, 2019,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,KeyBank National Association, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and as Trustee, and Park BridgeLender Services LLC, as Operating Advisor and Asset Representations Reviewer(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed onMay 23, 2019 under Commission File No. 333-226082-02 and incorporated byreference herein).

4.2          Pooling and Servicing Agreement, dated as of February 1,2019, 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 Special Servicer, Wells FargoBank, National Association, as Certificate Administrator and as Custodian,Wilmington Trust, National Association, as Trustee, and Pentalpha SurveillanceLLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit4.3 to the registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.3          Trust and Servicing Agreement, dated as of March 6, 2019,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Servicer, MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer, Wells Fargo Bank, National Association, as Certificate Administrator,Custodian and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor(filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed onMay 23, 2019 under Commission File No. 333-226082-02 and incorporated byreference herein).

4.4          Pooling and Servicing Agreement, dated as of April 1,2019, by and among Deutsche Mortgage & Asset Receiving Corporation, asDepositor, KeyBank National Association, as Master Servicer, LNR Partners, LLC,as Special Servicer, Wells Fargo Bank, National Association, as Trustee, WellsFargo Bank, National Association, as Certificate Administrator, Paying Agentand Custodian, and Pentalpha Surveillance LLC, as Operating Advisor and AssetRepresentations Reviewer (filed as Exhibit 4.4 to the registrant’s CurrentReport on Form 8-K filed on May 23, 2019 under Commission File No.333-226082-02 and incorporated by reference herein).

4.5          Pooling and Servicing Agreement, dated as of July 1,2019, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerand as Special Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator and as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on July 16, 2019 under CommissionFile No. 333-226123-03 and incorporated by reference herein).

4.6          Amended and Restated Co-Lender Agreement, dated as of May3, 2019, by and among, Wells Fargo Bank, National Association, as Trustee forthe Benefit of the Registered Holders of the CALI 2019-101C Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2019-101C, as Note A-1Holder, Note A-2 Holder, Note B-1 Holder and Note B-2 Holder, Wells Fargo Bank,National Association, as Trustee for the Benefit of the Registered Holders ofthe Benchmark 2019-B10 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2019-B10, as Note A-8 Holder and Note A-9 Holder, GoldmanSachs Mortgage Company, as Initial Note A-3 Holder, Initial Note A-4 Holder andInitial Note A-5 Holder, and JPMorgan Chase Bank, National Association, asInitial Note A-6 Holder and Initial Note A-7 Holder (filed as Exhibit 4.5 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226123-03 and incorporated by reference herein).

4.7          Agreement Between Note Holders, dated as of April 11,2019, by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder,Citi Real Estate Funding Inc., as Initial Note A-2 Holder, and Citi Real EstateFunding Inc., as Initial Note A-3 Holder (filed as Exhibit 4.6 to theregistrant’s Current Report on Form 8-K filed on May 23, 2019 under CommissionFile No. 333-226082-02 and incorporated by reference herein).

4.8          Agreement Between Noteholders, dated as of March 8, 2019,by and among Goldman Sachs Bank USA, as Initial Note A-2 Holder, Initial NoteA-3 Holder, Initial Note A-4 Holder, Initial Note B-2 Holder and Initial NoteC-2 Holder, and Deutsche Bank AG, New York Branch, as Initial Note A-1 Holder,Initial Note B-1 Holder and Initial Note C-1 Holder (filed as Exhibit 4.7 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.9          Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, 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 May 23, 2019 under CommissionFile No. 333-226082-02 and incorporated by reference herein).

4.10        Agreement Between Noteholders, dated as of May 23, 2019,by and among Goldman Sachs Bank USA, as Initial Note A-1-A Holder and Initial NoteA-1-B Holder, and Bank of America, N.A., as Initial Note A-2-A Holder andInitial Note A-2-B Holder (filed as Exhibit 4.9 to the registrant’s CurrentReport on Form 8-K filed on May 23, 2019 under Commission File No.333-226082-02 and incorporated by reference herein).

4.11        Co-Lender Agreement, dated as of April 17, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.10 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226123-03 and incorporated by reference herein).

4.12        Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.11 to the registrant’s Current Report on Form 8-K filed on February 27, 2019under Commission File No. 333-226082-01 and incorporated by reference herein).

4.13        Co-Lender Agreement, dated as of March 1, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226123-03 and incorporated by reference herein).

4.14        Co-Lender Agreement, dated as of April 11, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.13 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226123-03 and incorporated by reference herein).

4.15        Co-Lender Agreement, dated as of April 11, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.14 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226123-03 and incorporated by reference herein).

4.16        Co-Lender Agreement, dated as of May 15, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate FundingInc., as Initial Note A-3 Holder (filed as Exhibit 4.15 to the registrant’sCurrent Report on Form 8-K filed on May 23, 2019 under Commission File No.333-226123-03 and incorporated by 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        KeyBank National Association, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Berkadia Commercial Mortgage LLC, as PrimaryServicer

33.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan(see Exhibit 33.1)

33.10      KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 33.2)

33.11      Wells Fargo Bank, National Association, as Trustee of the 59 Maiden LaneMortgage Loan (Omitted. See Explanatory Notes.)

33.12      Wells Fargo Bank, National Association, asCustodian of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.4)

33.13      Park Bridge Lender Services LLC, as OperatingAdvisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.5)

33.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Moffett Towers II Building VMortgage Loan (see Exhibit 33.1)

33.16      KeyBank National Association, as Special Servicerof the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.2)

33.17      Wells Fargo Bank, National Association, as Trustee of the Moffett Towers IIBuilding V Mortgage Loan (Omitted. See Explanatory Notes.)

33.18      Wells Fargo Bank, National Association, asCustodian of the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.4)

33.19      Park Bridge Lender Services LLC, as OperatingAdvisor of the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.5)

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 33.1)

33.22      KeyBank National Association, as Special Servicerof the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.2)

33.23      Wells Fargo Bank, National Association, as Trustee of the Albertsons Industrial- PA Mortgage Loan (Omitted. See Explanatory Notes.)

33.24      Wells Fargo Bank, National Association, asCustodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.4)

33.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.5)

33.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Waterford Lakes Town CenterMortgage Loan (see Exhibit 33.1)

33.28      KeyBank National Association, as Special Servicerof the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.2)

33.29      Wells Fargo Bank, National Association, as Trustee of the Waterford Lakes TownCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.30      Wells Fargo Bank, National Association, asCustodian of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.4)

33.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.5)

33.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.33      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Arbor Hotel Portfolio MortgageLoan (see Exhibit 33.1)

33.34      KeyBank National Association, as Special Servicerof the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.2)

33.35      Wells Fargo Bank, National Association, as Trustee of the Arbor Hotel PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.36      Wells Fargo Bank, National Association, asCustodian of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.4)

33.37      Park Bridge Lender Services LLC, as OperatingAdvisor of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.5)

33.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.39      Berkadia Commercial Mortgage LLC, as PrimaryServicer of the Lakeside Apartments Mortgage Loan (see Exhibit 33.6)

33.40      KeyBank National Association, as Special Servicerof the Lakeside Apartments Mortgage Loan (see Exhibit 33.2)

33.41      Wells Fargo Bank, National Association, as Trustee of the Lakeside ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

33.42      Wells Fargo Bank, National Association, asCustodian of the Lakeside Apartments Mortgage Loan (see Exhibit 33.4)

33.43      Park Bridge Lender Services LLC, as OperatingAdvisor of the Lakeside Apartments Mortgage Loan (see Exhibit 33.5)

33.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.45      Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan

33.46      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 33.1)

33.47      Wilmington Trust, National Association, as Trustee of the 365 Bond MortgageLoan (Omitted. See Explanatory Notes.)

33.48      Wells Fargo Bank, National Association, asCustodian of the 365 Bond Mortgage Loan (see Exhibit 33.4)

33.49      Pentalpha Surveillance LLC, as Operating Advisorof the 365 Bond Mortgage Loan

33.50      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 365 Bond Mortgage Loan

33.51      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 101 California Street MortgageLoan (see Exhibit 33.1)

33.53      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 101 California Street MortgageLoan (see Exhibit 33.1)

33.54      Wells Fargo Bank, National Association, as Trustee of the 101 California StreetMortgage Loan (Omitted. See Explanatory Notes.)

33.55      Wells Fargo Bank, National Association, asCustodian of the 101 California Street Mortgage Loan (see Exhibit 33.4)

33.56      Pentalpha Surveillance LLC, as Operating Advisorof the 101 California Street Mortgage Loan (see Exhibit 33.49)

33.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.58      KeyBank National Association, as Primary Servicerof the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.2)

33.59      LNR Partners, LLC, as Special Servicer of theTulsa Office Portfolio Mortgage Loan

33.60      Wells Fargo Bank, National Association, as Trustee of the Tulsa OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.61      Wells Fargo Bank, National Association, asCustodian of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.4)

33.62      Pentalpha Surveillance LLC, as Operating Advisorof the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.49)

33.63      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.64      KeyBank National Association, as Primary Servicerof the Soho Beach House Mortgage Loan (see Exhibit 33.2)

33.65      LNR Partners, LLC, as Special Servicer of the SohoBeach House Mortgage Loan (see Exhibit 33.59)

33.66      Wells Fargo Bank, National Association, as Trustee of the Soho Beach HouseMortgage Loan (Omitted. See Explanatory Notes.)

33.67      Wells Fargo Bank, National Association, asCustodian of the Soho Beach House Mortgage Loan (see Exhibit 33.4)

33.68      Pentalpha Surveillance LLC, as Operating Advisorof the Soho Beach House Mortgage Loan (see Exhibit 33.49)

33.69      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.70      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 57 East 11th Street MortgageLoan (see Exhibit 33.1)

33.71      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 57 East 11th Street MortgageLoan prior to July 19, 2021 (see Exhibit 33.1)

33.72      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan on and after July 19, 2021 (see Exhibit 33.59)

33.73      Wells Fargo Bank, National Association, as Trustee of the 57 East 11th StreetMortgage Loan (Omitted. See Explanatory Notes.)

33.74      Wells Fargo Bank, National Association, asCustodian of the 57 East 11th Street Mortgage Loan (see Exhibit 33.4)

33.75      Pentalpha Surveillance LLC, as Operating Advisorof the 57 East 11th Street Mortgage Loan (see Exhibit 33.49)

33.76      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

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

34.2        KeyBank National Association, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Berkadia Commercial Mortgage LLC, as PrimaryServicer

34.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan(see Exhibit 34.1)

34.10      KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 34.2)

34.11      Wells Fargo Bank, National Association, as Trustee of the 59 Maiden LaneMortgage Loan (Omitted. See Explanatory Notes.)

34.12      Wells Fargo Bank, National Association, asCustodian of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.4)

34.13      Park Bridge Lender Services LLC, as OperatingAdvisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.5)

34.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Moffett Towers II Building VMortgage Loan (see Exhibit 34.1)

34.16      KeyBank National Association, as Special Servicerof the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.2)

34.17      Wells Fargo Bank, National Association, as Trustee of the Moffett Towers IIBuilding V Mortgage Loan (Omitted. See Explanatory Notes.)

34.18      Wells Fargo Bank, National Association, asCustodian of the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.4)

34.19      Park Bridge Lender Services LLC, as OperatingAdvisor of the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.5)

34.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 34.1)

34.22      KeyBank National Association, as Special Servicerof the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.2)

34.23      Wells Fargo Bank, National Association, as Trustee of the Albertsons Industrial- PA Mortgage Loan (Omitted. See Explanatory Notes.)

34.24      Wells Fargo Bank, National Association, asCustodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.4)

34.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.5)

34.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Waterford Lakes Town CenterMortgage Loan (see Exhibit 34.1)

34.28      KeyBank National Association, as Special Servicerof the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.2)

34.29      Wells Fargo Bank, National Association, as Trustee of the Waterford Lakes TownCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.30      Wells Fargo Bank, National Association, asCustodian of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.4)

34.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.5)

34.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.33      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Arbor Hotel Portfolio MortgageLoan (see Exhibit 34.1)

34.34      KeyBank National Association, as Special Servicerof the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.2)

34.35      Wells Fargo Bank, National Association, as Trustee of the Arbor Hotel PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.36      Wells Fargo Bank, National Association, asCustodian of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.4)

34.37      Park Bridge Lender Services LLC, as OperatingAdvisor of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.5)

34.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.39      Berkadia Commercial Mortgage LLC, as PrimaryServicer of the Lakeside Apartments Mortgage Loan (see Exhibit 34.6)

34.40      KeyBank National Association, as Special Servicerof the Lakeside Apartments Mortgage Loan (see Exhibit 34.2)

34.41      Wells Fargo Bank, National Association, as Trustee of the Lakeside ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

34.42      Wells Fargo Bank, National Association, asCustodian of the Lakeside Apartments Mortgage Loan (see Exhibit 34.4)

34.43      Park Bridge Lender Services LLC, as OperatingAdvisor of the Lakeside Apartments Mortgage Loan (see Exhibit 34.5)

34.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.45      Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan

34.46      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 34.1)

34.47      Wilmington Trust, National Association, as Trustee of the 365 Bond MortgageLoan (Omitted. See Explanatory Notes.)

34.48      Wells Fargo Bank, National Association, asCustodian of the 365 Bond Mortgage Loan (see Exhibit 34.4)

34.49      Pentalpha Surveillance LLC, as Operating Advisorof the 365 Bond Mortgage Loan

34.50      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 365 Bond Mortgage Loan

34.51      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 101 California Street MortgageLoan (see Exhibit 34.1)

34.53      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 101 California Street MortgageLoan (see Exhibit 34.1)

34.54      Wells Fargo Bank, National Association, as Trustee of the 101 California StreetMortgage Loan (Omitted. See Explanatory Notes.)

34.55      Wells Fargo Bank, National Association, asCustodian of the 101 California Street Mortgage Loan (see Exhibit 34.4)

34.56      Pentalpha Surveillance LLC, as Operating Advisorof the 101 California Street Mortgage Loan (see Exhibit 34.49)

34.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.58      KeyBank National Association, as Primary Servicerof the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.2)

34.59      LNR Partners, LLC, as Special Servicer of theTulsa Office Portfolio Mortgage Loan

34.60      Wells Fargo Bank, National Association, as Trustee of the Tulsa OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.61      Wells Fargo Bank, National Association, asCustodian of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.4)

34.62      Pentalpha Surveillance LLC, as Operating Advisorof the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.49)

34.63      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.64      KeyBank National Association, as Primary Servicerof the Soho Beach House Mortgage Loan (see Exhibit 34.2)

34.65      LNR Partners, LLC, as Special Servicer of the SohoBeach House Mortgage Loan (see Exhibit 34.59)

34.66      Wells Fargo Bank, National Association, as Trustee of the Soho Beach HouseMortgage Loan (Omitted. See Explanatory Notes.)

34.67      Wells Fargo Bank, National Association, asCustodian of the Soho Beach House Mortgage Loan (see Exhibit 34.4)

34.68      Pentalpha Surveillance LLC, as Operating Advisorof the Soho Beach House Mortgage Loan (see Exhibit 34.49)

34.69      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.70      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 57 East 11th Street MortgageLoan (see Exhibit 34.1)

34.71      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 57 East 11th Street MortgageLoan prior to July 19, 2021 (see Exhibit 34.1)

34.72      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan on and after July 19, 2021 (see Exhibit 34.59)

34.73      Wells Fargo Bank, National Association, as Trustee of the 57 East 11th StreetMortgage Loan (Omitted. See Explanatory Notes.)

34.74      Wells Fargo Bank, National Association, asCustodian of the 57 East 11th Street Mortgage Loan (see Exhibit 34.4)

34.75      Pentalpha Surveillance LLC, as Operating Advisorof the 57 East 11th Street Mortgage Loan (see Exhibit 34.49)

34.76      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

35           Servicer compliance statements.

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

35.2        KeyBank National Association, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Berkadia Commercial Mortgage LLC, as PrimaryServicer

35.5        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan(see Exhibit 35.1)

35.7        KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Moffett Towers II Building VMortgage Loan (see Exhibit 35.1)

35.9        KeyBank National Association, as Special Servicer ofthe Moffett Towers II Building V Mortgage Loan (see Exhibit 35.2)

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 35.1)

35.11      KeyBank National Association, as Special Servicerof the Albertsons Industrial - PA Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Waterford Lakes Town CenterMortgage Loan (see Exhibit 35.1)

35.13      KeyBank National Association, as Special Servicerof the Waterford Lakes Town Center Mortgage Loan (see Exhibit 35.2)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Arbor Hotel Portfolio MortgageLoan (see Exhibit 35.1)

35.15      KeyBank National Association, as Special Servicerof the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 35.2)

35.16      Berkadia Commercial Mortgage LLC, as PrimaryServicer of the Lakeside Apartments Mortgage Loan (see Exhibit 35.4)

35.17      KeyBank National Association, as Special Servicerof the Lakeside Apartments Mortgage Loan (see Exhibit 35.2)

35.18      Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan

35.19      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 35.1)

35.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 101 California Street MortgageLoan (see Exhibit 35.1)

35.21      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 101 California Street MortgageLoan (see Exhibit 35.1)

35.22      KeyBank National Association, as Primary Servicerof the Tulsa Office Portfolio Mortgage Loan (see Exhibit 35.2)

35.23      LNR Partners, LLC, as Special Servicer of the Tulsa Office Portfolio MortgageLoan (Omitted. See Explanatory Notes.)

35.24      KeyBank National Association, as Primary Servicerof the Soho Beach House Mortgage Loan (see Exhibit 35.2)

35.25      LNR Partners, LLC, as Special Servicer of the Soho Beach House Mortgage Loan(Omitted. See Explanatory Notes.)

35.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 57 East 11th Street MortgageLoan (see Exhibit 35.1)

35.27      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 57 East 11th Street MortgageLoan prior to July 19, 2021 (see Exhibit 35.1)

35.28      LNR Partners, LLC, as Special Servicer of the 57 East 11th Street Mortgage Loanon and after July 19, 2021 (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of May 1,2019, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-Kfiled on May 23, 2019 under Commission File No. 333-226082-02 and incorporatedby reference herein)

99.2        Mortgage Loan Purchase Agreement, dated as of May 1,2019, between GS Mortgage Securities Corporation II and Citi Real EstateFunding Inc. (filed as Exhibit 99.2 to the registrant’s Current Report on Form8-K filed on May 23, 2019 under Commission File No. 333-226082-02 andincorporated by reference herein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation 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/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2022