**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, 2019or**

**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 pursuantto 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-known seasonedissuer, 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                                                                                                       Accelerated filer                                     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 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.) into whichthe document is incorporated: (1) Any annual report to security holders; (2)Any proxy or information statement; and (3) Any prospectus filed pursuant toRule 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 which is an asset of the issuingentity and two other *pari passu* loans, which are not assets of theissuing entity, (b) with respect to the Moffett Towers II Building V MortgageLoan which is an asset of the issuing entity and three other *pari passu*loans and four subordinate companion loans, each of which are not assets of theissuing entity, (c) with respect to the Albertsons Industrial - PA MortgageLoan which is an asset of the issuing entity and one other *pari passu*loan, which is not an asset of the issuing entity, (d) with respect to theWaterford Lakes Town Center Mortgage Loan which is an asset of the issuingentity and three other *pari passu* loans, which are not assets of theissuing entity, (e) with respect to the Arbor Hotel Portfolio Mortgage Loanwhich is an asset of the issuing entity and one other *pari passu* loan,which is not an asset of the issuing entity and (f) with respect to theLakeside Apartments Mortgage Loan which is an asset of the issuing entity andone other *pari passu* loan, which is not an asset of the issuing entity.These loan combinations, including the 59 Maiden Lane Mortgage Loan, theMoffett Towers II Building V Mortgage Loan, the Albertsons Industrial - PAMortgage Loan, the Waterford Lakes Town Center Mortgage Loan, the Arbor HotelPortfolio Mortgage Loan and the Lakeside Apartments Mortgage Loan, are beingserviced and administered pursuant to the Pooling and Servicing Agreement,which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form10-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 the GSMortgage 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 and eight other *pari passu* loans and twosubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion and the two subordinate companion loans of the loan combinationwas securitized in the CALI Mortgage Trust 2019-101C transaction (the “CALI2019-101C Transaction”). This loan combination, including the 101California Street Mortgage Loan, is being serviced and administered pursuant tothe trust and servicing agreement for the CALI 2019-101C Transaction, which isincorporated by reference as Exhibit 4.3 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 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, which isnot an asset of the issuing entity. The other *pari passu* portion of eachloan combination was securitized in the Benchmark 2019-B10 Mortgage Trusttransaction, Commission File Number 333-226943-02 (the “Benchmark 2019-B10Transaction”). 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 as Exhibit4.4 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 57 East 11thStreet 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 57 East 11th Street loan combination in the GSMortgage 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 special servicer of the365 Bond Mortgage Loan and the primary servicer and special servicer of the 101California Street Mortgage Loan and the 57 East 11th Street 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.

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, NationalAssociation is the certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of the 365Bond Mortgage 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 Tulsa Office Portfolio Mortgage Loan, the57 East 11th Street Mortgage Loan, the Soho Beach House Mortgage Loan and the365 Bond 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 the365 Bond Mortgage Loan, the Tulsa Office Portfolio Mortgage Loan, the 57 East11th Street Mortgage Loan, the Soho Beach House Mortgage Loan and the 101California Street 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 mortgage loans serviced under the 59 MaidenLane 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, the Lakeside ApartmentsMortgage Loan, the 101 California Street Mortgage Loan, the Tulsa OfficePortfolio Mortgage Loan, the Soho Beach House Mortgage Loan and the 57 East11th Street Mortgage Loan.  Pursuant to the Pooling and ServicingAgreement, the trust and servicing agreement for the CALI 2019-101C Transaction,the pooling and servicing agreement for the Benchmark 2019-B10 Transaction andthe pooling and servicing agreement for the GSMS 2019-GC40 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 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 mortgage loans serviced underthe Pooling and Servicing Agreement, the 101 California Street Mortgage Loan,the Tulsa Office Portfolio Mortgage Loan, the Soho Beach House Mortgage Loanand the 57 East 11th Street 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 365 Bond Mortgage Loan.  Pursuant tothe pooling and servicing agreement for the GSMS 2019-GC38 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 Item 1122(d)(2)(iii)of Regulation AB.  The master servicer or the special servicer, to theextent required, performed the servicing function identified with respect toItem 1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(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 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 Commercial Real EstateServices, Inc. and National Tax Search, LLC.  These entities were engagedby the primary servicer of the 365 Bond Mortgage Loan to remit tax paymentsreceived from the escrow accounts of borrowers to local taxing authorities, toreport tax amounts due, to verify tax parcel information, and to verifynon-escrow tax payments. These servicing functions are included within theservicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  Therefore, under the principles-based definition of“servicer” set forth in Item 1101(j) of Regulation AB that looks to thefunctions that an entity performs, these vendors are “servicers” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure 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 listed on the Exhibit Index areomitted from this Annual Report on Form 10-K as the certificate administratorpursuant to the related pooling and servicing agreement or trust and servicingagreement does not perform any activities that address servicing criteria withrespect to the issuing entity and because they are each not a “servicer” thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Tulsa Office Portfolio Mortgage Loan and theSoho Beach House Mortgage Loan, (i) the report on assessment of compliance withservicing criteria and attestation report on assessment of compliance withservicing criteria of LNR Partners, LLC as special servicer of the Tulsa OfficePortfolio Mortgage Loan and the Soho Beach House Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired to be included on this Annual Report on Form 10-K per Instruction 3 toItem 1122 of Regulation AB because it is a party performing activities thataddress servicing criteria relating to 5% or less of the assets of the issuingentity; and (ii) the servicer compliance statement of LNR Partners, LLC asspecial servicer of the Tulsa Office Portfolio Mortgage Loan and the Soho BeachHouse Mortgage Loan, listed on the Exhibit Index is omitted from this AnnualReport on Form 10-K as it is not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because it is an unaffiliated partythat is not a “servicer” that meets 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 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, ascertificate administrator, as custodian and as trustee.

Beginning on June 18, 2014, a group of institutionalinvestors filed civil complaints in the Supreme Court of the State of New York,New York County, and later the U.S. District Court for the Southern District ofNew York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacityas trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints against Wells Fargo Bank alleged that the trusteecaused losses to investors and asserted causes of action based upon, amongother things, the trustee's alleged failure to: (i) notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, (ii) notify investors of alleged events of default, and (iii)abide by appropriate standards of care following alleged events of default.Relief sought included money damages in an unspecified amount, reimbursement ofexpenses, and equitable relief. In November 2018, Wells Fargo Bank reached anagreement, in which it denied any wrongdoing, to resolve such claims on aclasswide basis for the 271 RMBS trusts at issue.  On May 6, 2019, thecourt entered an order approving the settlement agreement.  Separatelawsuits against Wells Fargo Bank making similar allegations filed by certainother institutional investors concerning several RMBS trusts in New York federaland state court are not covered by the agreement.  With respect to suchlitigations, Wells Fargo Bank believes plaintiffs' claims are without merit andintends to contest the claims vigorously, but there can be no assurances as tothe outcome of the litigations or the possible impact of the litigations onWells Fargo Bank or the 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 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 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).

The report on assessment of compliance with applicableservicing criteria furnished pursuant to Item 1122 of Regulation AB by MidlandLoan Services, a Division of PNC Bank National Association (“Midland”)discloses that a material instance of noncompliance occurred, as describedbelow:

Material Instance of Noncompliance

In certain instances, the ScheduleAL Files (Item 1125 of Regulation AB) were not reported in accordance with theterms specified in the transaction agreements, in conflict with Item1122(d)(3)(i): “Reports to investors, including those to be filed with theCommission, are maintained in accordance with the transaction agreements andapplicable Commission requirements. Specifically, such reports: (A) Areprepared in accordance with timeframes and other terms set forth in thetransaction agreements”.  The noncompliance consisted of omitted orinaccurately reported fields as described in (1) and (2) below.  (1) Inconnection with other enhancements Midland made to its manual Schedule ALprocess, starting in April 2019, Midland developed and implemented new ScheduleAL reporting templates for each applicable CMBS transaction that closed priorto April 2019 and for each applicable CMBS transaction going forward. Related to this, Midland made certain template setup errors, along with relatedand other manual inputting of information errors, and the errors were notidentified prior to submission of the applicable Schedule AL Files in certaincases due to breakdowns in quality control.  (2) In one applicabletransaction, the related Schedule AL File for a given month was not savedproperly resulting in the prior month's Schedule AL File being submitted forthe given month instead of the correct Schedule AL File. 

The identified instances did notinvolve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

Midland’s Schedule AL reportingprocess was enhanced in April of 2019, however, the process remained manualthroughout the 2019 calendar year.  Errors relating to certain Schedule ALFiles during 2019 were identified during the related audit.  Followingidentification, Midland made staffing changes and additional enhancements andimprovements to its processes and procedures to support its Schedule ALreporting obligations and expects to move to an automated solution for thisprocess.  

Midland is currently remediating the Schedule AL reporting forcertain of the CMBS transactions found to be incorrect.

**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          Poolingand Servicing Agreement, dated as of May 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer, KeyBank National Association,as Special Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator and as Trustee, and Park Bridge Lender Services LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.1 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).

4.2          Poolingand Servicing Agreement, dated as of February 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and as Custodian, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.3 to the registrant’sCurrent Report on Form 8-K filed on May 23, 2019 under Commission File No.333-226082-02 and incorporated by reference herein).

4.3          Trustand Servicing Agreement, dated as of March 6, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Servicer, Midland Loan Services, a Divisionof PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator, Custodian and Trustee, andPentalpha Surveillance LLC, as Operating Advisor (filed as Exhibit 4.2 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).

4.4          Poolingand Servicing Agreement, dated as of April 1, 2019, by and among DeutscheMortgage & Asset Receiving Corporation, as Depositor, KeyBank NationalAssociation, as Master Servicer, LNR Partners, LLC, as Special Servicer, WellsFargo Bank, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, andPentalpha Surveillance LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.4 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).

4.5          Poolingand Servicing Agreement, dated as of July 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer and as Special Servicer,Wells Fargo Bank, National Association, as Certificate Administrator and asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor and AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on July 16, 2019 under Commission File No.333-226123-03 and incorporated by reference herein).

4.6          Amendedand Restated Co-Lender Agreement, dated as of May 3, 2019, by and among, WellsFargo Bank, National Association, as Trustee for the Benefit of the RegisteredHolders of the CALI 2019-101C Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2019-101C, as Note A-1 Holder, Note A-2 Holder, Note B-1Holder and Note B-2 Holder, Wells Fargo Bank, National Association, as Trusteefor the Benefit of the Registered Holders of the Benchmark 2019-B10 MortgageTrust, Commercial Mortgage Pass-Through Certificates, Series 2019-B10, as NoteA-8 Holder and Note A-9 Holder, Goldman Sachs Mortgage Company, as Initial NoteA-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder, and JPMorganChase Bank, National Association, as Initial Note A-6 Holder and Initial NoteA-7 Holder (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on May 23, 2019 under Commission File No. 333-226123-03 and incorporatedby reference herein).

4.7          AgreementBetween Note Holders, dated as of April 11, 2019, by and between Citi RealEstate Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc.,as Initial Note A-2 Holder, and Citi Real Estate Funding Inc., as Initial NoteA-3 Holder (filed as Exhibit 4.6 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).

4.8          AgreementBetween Noteholders, dated as of March 8, 2019, by and among Goldman Sachs BankUSA, as Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4Holder, Initial Note B-2 Holder and Initial Note C-2 Holder, and Deutsche BankAG, New York Branch, as Initial Note A-1 Holder, Initial Note B-1 Holder andInitial Note C-1 Holder (filed as Exhibit 4.7 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).

4.9          Co-LenderAgreement, dated as of February 27, 2019, by and between Goldman Sachs MortgageCompany, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as InitialNote A-2 Holder (filed as Exhibit 4.8 to the registrant’s Current Report onForm 8-K filed on May 23, 2019 under Commission File No. 333-226082-02 andincorporated by reference herein).

4.10        AgreementBetween Noteholders, dated as of May 23, 2019, by and among Goldman Sachs BankUSA, as Initial Note A-1-A Holder and Initial Note A-1-B Holder, and Bank ofAmerica, N.A., as Initial Note A-2-A Holder and Initial Note A-2-B Holder(filed as Exhibit 4.9 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).

4.11        Co-LenderAgreement, dated as of April 17, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.10 to the registrant’s Current Report onForm 8-K filed on May 23, 2019 under Commission File No. 333-226123-03 andincorporated by reference herein).

4.12        Co-LenderAgreement, dated as of February 27, 2019, by and between Goldman Sachs MortgageCompany, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, asInitial Note A-2 Holder (filed as Exhibit 4.11 to the registrant’s CurrentReport on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.13        Co-LenderAgreement, dated as of March 1, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.12 to the registrant’s Current Report onForm 8-K filed on May 23, 2019 under Commission File No. 333-226123-03 andincorporated by reference herein).

4.14        Co-LenderAgreement, dated as of April 11, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.13 to the registrant’s Current Report onForm 8-K filed on May 23, 2019 under Commission File No. 333-226123-03 andincorporated by reference herein).

4.15        Co-LenderAgreement, dated as of April 11, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.14 to the registrant’s Current Report onForm 8-K filed on May 23, 2019 under Commission File No. 333-226123-03 andincorporated by reference herein).

4.16        Co-LenderAgreement, dated as of May 15, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., as InitialNote A-2 Holder, and Citi Real Estate Funding Inc., as Initial Note A-3 Holder(filed as Exhibit 4.15 to the registrant’s Current Report on Form 8-K filed onMay 23, 2019 under Commission File No. 333-226123-03 and incorporated byreference 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, aDivision of PNC Bank, National Association, as Master Servicer

33.2        KeyBank NationalAssociation, as Special Servicer

33.3        Wells Fargo Bank, NationalAssociation, as Trustee and Certificate Administrator

33.4        Wells Fargo Bank, NationalAssociation, as Custodian

33.5        Park Bridge LenderServices LLC, as Operating Advisor

33.6        Berkadia CommercialMortgage LLC, as Primary Servicer

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

33.8        KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 33.2)

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

33.10      Wells Fargo Bank, NationalAssociation, as Custodian of the 59 Maiden Lane Mortgage Loan (see Exhibit33.4)

33.11      Park Bridge LenderServices LLC, as Operating Advisor of the 59 Maiden Lane Mortgage Loan (seeExhibit 33.5)

33.12      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the MoffettTowers II Building V Mortgage Loan (see Exhibit 33.1)

33.13      KeyBank NationalAssociation, as Special Servicer of the Moffett Towers II Building V MortgageLoan (see Exhibit 33.2)

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

33.15      Wells Fargo Bank, NationalAssociation, as Custodian of the Moffett Towers II Building V Mortgage Loan(see Exhibit 33.4)

33.16      Park Bridge LenderServices LLC, as Operating Advisor of the Moffett Towers II Building V MortgageLoan (see Exhibit 33.5)

33.17      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theAlbertsons Industrial - PA Mortgage Loan (see Exhibit 33.1)

33.18      KeyBank NationalAssociation, as Special Servicer of the Albertsons Industrial - PA MortgageLoan (see Exhibit 33.2)

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

33.20      Wells Fargo Bank, NationalAssociation, as Custodian of the Albertsons Industrial - PA Mortgage Loan (seeExhibit 33.4)

33.21      Park Bridge LenderServices LLC, as Operating Advisor of the Albertsons Industrial - PA MortgageLoan (see Exhibit 33.5)

33.22      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the WaterfordLakes Town Center Mortgage Loan (see Exhibit 33.1)

33.23      KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 33.2)

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

33.25      Wells Fargo Bank, NationalAssociation, as Custodian of the Waterford Lakes Town Center Mortgage Loan (seeExhibit 33.4)

33.26      Park Bridge LenderServices LLC, as Operating Advisor of the Waterford Lakes Town Center MortgageLoan (see Exhibit 33.5)

33.27      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the ArborHotel Portfolio Mortgage Loan (see Exhibit 33.1)

33.28      KeyBank NationalAssociation, as Special Servicer of the Arbor Hotel Portfolio Mortgage Loan(see Exhibit 33.2)

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

33.30      Wells Fargo Bank, NationalAssociation, as Custodian of the Arbor Hotel Portfolio Mortgage Loan (seeExhibit 33.4)

33.31      Park Bridge LenderServices LLC, as Operating Advisor of the Arbor Hotel Portfolio Mortgage Loan(see Exhibit 33.5)

33.32      Berkadia CommercialMortgage LLC, as Primary Servicer of the Lakeside Apartments Mortgage Loan (seeExhibit 33.6)

33.33      KeyBank National Association,as Special Servicer of the Lakeside Apartments Mortgage Loan (see Exhibit 33.2)

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

33.35      Wells Fargo Bank, NationalAssociation, as Custodian of the Lakeside Apartments Mortgage Loan (see Exhibit33.4)

33.36      Park Bridge LenderServices LLC, as Operating Advisor of the Lakeside Apartments Mortgage Loan(see Exhibit 33.5)

33.37      Wells Fargo Bank,National Association, as Primary Servicer of the 365 Bond Mortgage Loan

33.38      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 33.1)

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

33.40      Wells Fargo Bank, NationalAssociation, as Custodian of the 365 Bond Mortgage Loan (see Exhibit 33.4)

33.41      Pentalpha SurveillanceLLC, as Operating Advisor of the 365 Bond Mortgage Loan

33.42      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 365 BondMortgage Loan

33.43      National Tax Search, LLC,as Servicing Function Participant of the 365 Bond Mortgage Loan

33.44      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 101California Street Mortgage Loan (see Exhibit 33.1)

33.45      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 101California Street Mortgage Loan (see Exhibit 33.1)

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

33.47      Wells Fargo Bank, NationalAssociation, as Custodian of the 101 California Street Mortgage Loan (seeExhibit 33.4)

33.48      Pentalpha SurveillanceLLC, as Operating Advisor of the 101 California Street Mortgage Loan (seeExhibit 33.41)

33.49      KeyBank National Association,as Primary Servicer of the Tulsa Office Portfolio Mortgage Loan (see Exhibit33.2)

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

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

33.52      Wells Fargo Bank, NationalAssociation, as Custodian of the Tulsa Office Portfolio Mortgage Loan (seeExhibit 33.4)

33.53      Pentalpha SurveillanceLLC, as Operating Advisor of the Tulsa Office Portfolio Mortgage Loan (seeExhibit 33.41)

33.54      KeyBank National Association,as Primary Servicer of the Soho Beach House Mortgage Loan (see Exhibit 33.2)

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

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

33.57      Wells Fargo Bank, NationalAssociation, as Custodian of the Soho Beach House Mortgage Loan (see Exhibit33.4)

33.58      Pentalpha SurveillanceLLC, as Operating Advisor of the Soho Beach House Mortgage Loan (see Exhibit33.41)

33.59      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 33.1)

33.60      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 33.1)

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

33.62      Wells Fargo Bank, NationalAssociation, as Custodian of the 57 East 11th Street Mortgage Loan (see Exhibit33.4)

33.63      Pentalpha SurveillanceLLC, as Operating Advisor of the 57 East 11th Street Mortgage Loan (see Exhibit33.41)

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

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

34.2        KeyBank NationalAssociation, as Special Servicer

34.3        Wells Fargo Bank, NationalAssociation, as Trustee and Certificate Administrator

34.4        Wells Fargo Bank, NationalAssociation, as Custodian

34.5        Park Bridge LenderServices LLC, as Operating Advisor

34.6        Berkadia CommercialMortgage LLC, as Primary Servicer

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

34.8        KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 34.2)

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

34.10      Wells Fargo Bank, NationalAssociation, as Custodian of the 59 Maiden Lane Mortgage Loan (see Exhibit34.4)

34.11      Park Bridge LenderServices LLC, as Operating Advisor of the 59 Maiden Lane Mortgage Loan (seeExhibit 34.5)

34.12      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the MoffettTowers II Building V Mortgage Loan (see Exhibit 34.1)

34.13      KeyBank NationalAssociation, as Special Servicer of the Moffett Towers II Building V MortgageLoan (see Exhibit 34.2)

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

34.15      Wells Fargo Bank, NationalAssociation, as Custodian of the Moffett Towers II Building V Mortgage Loan(see Exhibit 34.4)

34.16      Park Bridge LenderServices LLC, as Operating Advisor of the Moffett Towers II Building V MortgageLoan (see Exhibit 34.5)

34.17      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theAlbertsons Industrial - PA Mortgage Loan (see Exhibit 34.1)

34.18      KeyBank NationalAssociation, as Special Servicer of the Albertsons Industrial - PA MortgageLoan (see Exhibit 34.2)

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

34.20      Wells Fargo Bank, NationalAssociation, as Custodian of the Albertsons Industrial - PA Mortgage Loan (seeExhibit 34.4)

34.21      Park Bridge LenderServices LLC, as Operating Advisor of the Albertsons Industrial - PA MortgageLoan (see Exhibit 34.5)

34.22      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterford Lakes Town Center Mortgage Loan (see Exhibit 34.1)

34.23      KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 34.2)

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

34.25      Wells Fargo Bank, NationalAssociation, as Custodian of the Waterford Lakes Town Center Mortgage Loan (seeExhibit 34.4)

34.26      Park Bridge LenderServices LLC, as Operating Advisor of the Waterford Lakes Town Center MortgageLoan (see Exhibit 34.5)

34.27      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the ArborHotel Portfolio Mortgage Loan (see Exhibit 34.1)

34.28      KeyBank NationalAssociation, as Special Servicer of the Arbor Hotel Portfolio Mortgage Loan(see Exhibit 34.2)

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

34.30      Wells Fargo Bank, NationalAssociation, as Custodian of the Arbor Hotel Portfolio Mortgage Loan (seeExhibit 34.4)

34.31      Park Bridge Lender ServicesLLC, as Operating Advisor of the Arbor Hotel Portfolio Mortgage Loan (seeExhibit 34.5)

34.32      Berkadia CommercialMortgage LLC, as Primary Servicer of the Lakeside Apartments Mortgage Loan (seeExhibit 34.6)

34.33      KeyBank NationalAssociation, as Special Servicer of the Lakeside Apartments Mortgage Loan (seeExhibit 34.2)

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

34.35      Wells Fargo Bank, NationalAssociation, as Custodian of the Lakeside Apartments Mortgage Loan (see Exhibit34.4)

34.36      Park Bridge LenderServices LLC, as Operating Advisor of the Lakeside Apartments Mortgage Loan(see Exhibit 34.5)

34.37      Wells Fargo Bank,National Association, as Primary Servicer of the 365 Bond Mortgage Loan

34.38      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 34.1)

34.39      Wilmington Trust, National Association, as Trustee of the 365 Bond Mortgage Loan(Omitted. See Explanatory Notes.)

34.40      Wells Fargo Bank, NationalAssociation, as Custodian of the 365 Bond Mortgage Loan (see Exhibit 34.4)

34.41      Pentalpha SurveillanceLLC, as Operating Advisor of the 365 Bond Mortgage Loan

34.42      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 365 BondMortgage Loan

34.43      National Tax Search, LLC,as Servicing Function Participant of the 365 Bond Mortgage Loan

34.44      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 101California Street Mortgage Loan (see Exhibit 34.1)

34.45      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 101California Street Mortgage Loan (see Exhibit 34.1)

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

34.47      Wells Fargo Bank, NationalAssociation, as Custodian of the 101 California Street Mortgage Loan (seeExhibit 34.4)

34.48      Pentalpha SurveillanceLLC, as Operating Advisor of the 101 California Street Mortgage Loan (seeExhibit 34.41)

34.49      KeyBank National Association,as Primary Servicer of the Tulsa Office Portfolio Mortgage Loan (see Exhibit34.2)

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

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

34.52      Wells Fargo Bank, NationalAssociation, as Custodian of the Tulsa Office Portfolio Mortgage Loan (see Exhibit34.4)

34.53      Pentalpha SurveillanceLLC, as Operating Advisor of the Tulsa Office Portfolio Mortgage Loan (seeExhibit 34.41)

34.54      KeyBank NationalAssociation, as Primary Servicer of the Soho Beach House Mortgage Loan (seeExhibit 34.2)

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

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

34.57      Wells Fargo Bank, NationalAssociation, as Custodian of the Soho Beach House Mortgage Loan (see Exhibit34.4)

34.58      Pentalpha SurveillanceLLC, as Operating Advisor of the Soho Beach House Mortgage Loan (see Exhibit34.41)

34.59      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 34.1)

34.60      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 34.1)

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

34.62      Wells Fargo Bank, NationalAssociation, as Custodian of the 57 East 11th Street Mortgage Loan (see Exhibit34.4)

34.63      Pentalpha SurveillanceLLC, as Operating Advisor of the 57 East 11th Street Mortgage Loan (see Exhibit34.41)

35           Servicer compliance statements.

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

35.2        KeyBank NationalAssociation, as Special Servicer

35.3        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

35.4        Berkadia CommercialMortgage LLC, as Primary Servicer

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

35.6        KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 35.2)

35.7        Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the MoffettTowers II Building V Mortgage Loan (see Exhibit 35.1)

35.8        KeyBank NationalAssociation, as Special Servicer of the Moffett Towers II Building V MortgageLoan (see Exhibit 35.2)

35.9        Midland Loan Services, a Divisionof PNC Bank, National Association, as Primary Servicer of the AlbertsonsIndustrial - PA Mortgage Loan (see Exhibit 35.1)

35.10      KeyBank NationalAssociation, as Special Servicer of the Albertsons Industrial - PA MortgageLoan (see Exhibit 35.2)

35.11      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterford Lakes Town Center Mortgage Loan (see Exhibit 35.1)

35.12      KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 35.2)

35.13      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the ArborHotel Portfolio Mortgage Loan (see Exhibit 35.1)

35.14      KeyBank NationalAssociation, as Special Servicer of the Arbor Hotel Portfolio Mortgage Loan(see Exhibit 35.2)

35.15      Berkadia CommercialMortgage LLC, as Primary Servicer of the Lakeside Apartments Mortgage Loan (seeExhibit 35.4)

35.16      KeyBank NationalAssociation, as Special Servicer of the Lakeside Apartments Mortgage Loan (seeExhibit 35.2)

35.17      Wells Fargo Bank,National Association, as Primary Servicer of the 365 Bond Mortgage Loan

35.18      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 35.1)

35.19      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 101California Street Mortgage Loan (see Exhibit 35.1)

35.20      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 101California Street Mortgage Loan (see Exhibit 35.1)

35.21      KeyBank NationalAssociation, as Primary Servicer of the Tulsa Office Portfolio Mortgage Loan(see Exhibit 35.2)

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

35.23      KeyBank NationalAssociation, as Primary Servicer of the Soho Beach House Mortgage Loan (seeExhibit 35.2)

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

35.25      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 35.1)

35.26      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 57 East11th Street Mortgage Loan (see Exhibit 35.1)

99.1        MortgageLoan Purchase Agreement, dated as of May 1, 2019, between GS MortgageSecurities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit99.1 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)

99.2        MortgageLoan Purchase Agreement, dated as of May 1, 2019, between GS MortgageSecurities Corporation II and Citi Real Estate Funding Inc. (filed as Exhibit99.2 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)

(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/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 25, 2020