**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, 2023or**

**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: 333-226082-03**

**Central Index Key Number of the issuing entity:0001778232**

**GS Mortgage Securities Trust2019-GC40**

**(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)**

** **

**Central Index Key Number of the sponsor: 0001541294**

**German American Capital Corporation**

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

** **

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

**the issuing entity)** | **38-4117352**

**38-4117353**

**38-4117354**

**38-7221326**

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

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

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

**Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧                                                                                                     Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated 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 Waterfront Plaza Mortgage Loan, the 250Livingston Mortgage Loan and the 57 East 11th Street Mortgage Loan, whichconstituted approximately 8.2%, 8.2% and 2.2%, respectively, of the asset poolof the issuing entity as of its cut-off date, are each an asset of the issuingentity and are each part of a loan combination that includes (a) with respectto the Waterfront Plaza Mortgage Loan, two other *pari passu* loans, whichare not assets of the issuing entity, (b) with respect to the 250 Livingston MortgageLoan, one other *pari passu* loan, which is not an asset of the issuingentity and (c) with respect to the 57 East 11th Street Mortgage Loan, two other*pari passu* loans, which are not assets of the issuing entity. These loancombinations, including the Waterfront Plaza Mortgage Loan, the 250 LivingstonMortgage Loan and the 57 East 11th Street Mortgage Loan, are being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.The  Diamondback Industrial Portfolio 1 Mortgage Loan, previously an assetof the issuing entity being serviced under the Pooling and Servicing Agreement,was not an asset of the issuing entity during the reporting period and is omittedfrom this Annual Report on Form 10-K and will be omitted from subsequent AnnualReports on Form 10-K.

The Exhibit Index describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the 101 California Street Mortgage Loan, whichconstituted approximately 7.9% 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, seven 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 4.2to 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 ARC Apartments Mortgage Loan, whichconstituted approximately 3.8% of the asset pool of the issuing entity as ofits cut-off date.  The ARC Apartments Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the ARCApartments Mortgage Loan, two other *pari passu* loans and two subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Benchmark 2019-B10Mortgage Trust transaction, Commission File Number 333-226943-02 (the “Benchmark2019-B10 Transaction”). This loan combination, including the ARC ApartmentsMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2019-B10 Transaction, which isincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

TheExhibit Index describes exhibits provided by certain parties (in theircapacities indicated on the Exhibit Index) with respect to the Moffett TowersII Building V Mortgage Loan, the 59 Maiden Lane Mortgage Loan and the WaterfordLakes Town Center Mortgage Loan, which constituted approximately 6.8%, 5.5% and3.8%, respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Moffett Towers II Building V Mortgage Loan, the 59 Maiden LaneMortgage Loan and the Waterford Lakes Town Center Mortgage Loan are each anasset of the issuing entity and are each part of a loan combination that includes(a) with respect to the Moffett Towers II Building V Mortgage Loan, twoother *pari passu* loans and four subordinate companion loans,which are not assets of the issuing entity, (b) with respect to the 59 MaidenLane Mortgage Loan, two other *pari passu *loans, which are notassets of the issuing entity, and (c) with respect to the Waterford Lakes TownCenter Mortgage Loan, three other *pari passu *loans, which arenot assets of the issuing entity. A *pari passu* portion of eachloan combination was securitized in the GS Mortgage Securities Trust 2019-GC39transaction, Commission File Number 333-226082-02 (the “GSMS 2019-GC39Transaction”). These loan combinations, including the Moffett Towers IIBuilding V Mortgage Loan, the 59 Maiden Lane Mortgage Loan and the WaterfordLakes Town Center Mortgage Loan, are being serviced and administered pursuantto the pooling and servicing agreement for the GSMS 2019-GC39 Transaction,which is incorporated by reference as Exhibit 4.4 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 Newport Corporate Center Mortgage Loan,which constituted approximately 5.5% of the asset pool of the issuing entity asof its cut-off date.  The Newport Corporate Center Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theNewport Corporate Center Mortgage Loan, five other *pari passu* loans andten subordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BANK2019-BNK18 transaction, Commission File Number 333-228375-01 (the “BANK2019-BNK18 Transaction”). This loan combination, including the Newport CorporateCenter Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the BANK 2019-BNK18 Transaction, which isincorporated by reference as Exhibit 4.5 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 Western Digital R&D Campus Mortgage Loanand the Green Hills Corporate Center Mortgage Loan, which constitutedapproximately 4.1% and 1.3%, respectively, of the asset pool of the issuingentity as of its cut-off date.  The Western Digital R&D CampusMortgage Loan and the Green Hills Corporate Center Mortgage Loan are each anasset of the issuing entity and are each part of a loan combination thatincludes the Western Digital R&D Campus Mortgage Loan or the Green HillsCorporate Center 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-B11Mortgage Trust transaction, Commission File Number 333-226123-03 (the “Benchmark2019-B11 Transaction”). These loan combinations, including the WesternDigital R&D Campus Mortgage Loan and the Green Hills Corporate CenterMortgage Loan, are being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2019-B11 Transaction, which isincorporated by reference as Exhibit 4.6 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 andspecial servicer of the 101 California Street Mortgage Loan and the DiamondbackIndustrial Portfolio 2 Mortgage Loan and the primary servicer of the MoffettTowers II Building V Mortgage Loan, the 59 Maiden Lane Mortgage Loan, theWestern Digital R&D Campus Mortgage Loan, the Waterford Lakes Town CenterMortgage Loan and the Green Hills Corporate Center Mortgage Loan. As a result,Midland Loan Services, a Division of PNC 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 Midland 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 mortgage loans serviced under the Pooling and ServicingAgreement (other than the Diamondback Industrial Portfolio 2 Mortgage Loan) andthe ARC Apartments Mortgage Loan. As a result, LNR Partners, LLC 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 LNR Partners, LLC in the capacities described above are listed in theExhibit Index.

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

Wells Fargo Bank, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the 101 California Street Mortgage Loan, the MoffettTowers II Building V Mortgage Loan, the Newport Corporate Center Mortgage Loan,the 59 Maiden Lane Mortgage Loan, the Western Digital R&D Campus MortgageLoan, the ARC Apartments Mortgage Loan, the Waterford Lakes Town CenterMortgage Loan and the Green Hills Corporate Center Mortgage Loan.  As aresult, Wells Fargo Bank, National Association is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteriaand accountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the 101 California Street Mortgage Loan, the NewportCorporate Center Mortgage Loan, the Western Digital R&D Campus MortgageLoan, the ARC Apartments Mortgage Loan and the Green Hills Corporate CenterMortgage Loan.  As a result, Pentalpha Surveillance LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Pentalpha SurveillanceLLC in the capacities described above are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer of the ARC Apartments Mortgage Loan and the specialservicer of the Moffett Towers II Building V Mortgage Loan, the 59 Maiden LaneMortgage Loan and the Waterford Lakes Town Center Mortgage Loan. As a result,KeyBank National Association is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation 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.

Park Bridge Lender Services LLC isthe operating advisor of the Moffett Towers II Building V Mortgage Loan, the 59Maiden Lane Mortgage Loan and the Waterford Lakes Town Center MortgageLoan.  As a result, Park Bridge Lender Services LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Park Bridge LenderServices LLC in the capacities described above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the Green Hills Corporate Center Mortgage Loan and theWestern Digital R&D Campus Mortgage Loan.  These mortgage loansconstitute more than 5%, but less than 10%, of the pool assets of the issuingentity.  Therefore, the Depositor included in this Annual Report on Form10-K an assessment of compliance with applicable servicing criteria for RialtoCapital Advisors, LLC and an accountants’ attestation report pursuant to Item1122 of Regulation AB because Rialto Capital Advisors, LLC is servicing morethan 5% of the pool assets.  However, the Depositor is not required toinclude in this Annual Report on Form 10-K a servicer compliance statementpursuant to Item 1123 of Regulation AB of Rialto Capital Advisors, LLC becauseRialto Capital Advisors, LLC is an unaffiliated servicer servicing less than10% of pool assets.

Wells Fargo Bank, NationalAssociation acts as trustee of the 250 Livingston Mortgage Loan, the WaterfrontPlaza Mortgage Loan, the 57 East 11th Street Mortgage Loan, the 101 CaliforniaStreet Mortgage Loan, the ARC Apartments Mortgage Loan, the Moffett Towers IIBuilding V Mortgage Loan, the 59 Maiden Lane Mortgage Loan, the Waterford LakesTown Center Mortgage Loan, the Western Digital R&D Campus Mortgage Loan andthe Green Hills Corporate Center Mortgage Loan.  Pursuant to the Poolingand Servicing Agreement, the trust and servicing agreement for the CALI2019-101C Transaction, the pooling and servicing agreement for the Benchmark2019-B10 Transaction, the pooling and servicing agreement for the GSMS2019-GC39 Transaction and the pooling and servicing agreement for the Benchmark2019-B11 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 250 Livingston Mortgage Loan, the Waterfront Plaza Mortgage Loan, the 57East 11th Street Mortgage Loan, the 101 California Street Mortgage Loan, theARC Apartments Mortgage Loan, the Moffett Towers II Building V Mortgage Loan,the 59 Maiden Lane Mortgage Loan, the Waterford Lakes Town Center MortgageLoan, the Western Digital R&D Campus Mortgage Loan and the Green HillsCorporate Center Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Newport Corporate Center MortgageLoan.  Pursuant to the pooling and servicing agreement for the BANK2019-BNK18 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not 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 Newport Corporate Center Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

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 Newport Corporate CenterMortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This 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) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 101 California Street Mortgage Loan, the ARC ApartmentsMortgage Loan, the Moffett Towers II Building V Mortgage Loan, the 59 MaidenLane Mortgage Loan, the Waterford Lakes Town Center Mortgage Loan, the NewportCorporate Center Mortgage Loan, the Western Digital R&D Campus MortgageLoan and the Green Hills Corporate Center Mortgage Loan are omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Newport Corporate Center Mortgage Loan, theWestern Digital R&D Campus Mortgage Loan and the Green Hills CorporateCenter Mortgage Loan, the servicer compliance statements of Situs Holdings, LLCas special servicer of the Newport Corporate Center Mortgage Loan and RialtoCapital Advisors, LLC as special servicer of the Western Digital R&D CampusMortgage Loan and the Green Hills Corporate Center Mortgage Loan listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired by Item 1123 of Regulation AB to be included on this Annual Report onForm 10-K because they are each an unaffiliated party that 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 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, as trustee,as certificate administrator and as custodian.

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork, IKB International and IKB Deutsche Industriebank (together, IKB) in NewYork state court, and Park Royal I LLC and Park Royal II LLC in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, PhoenixLight and Commerzbank AG each appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. Phoenix Light dismissedits appeal in May 2023, terminating its case. In November 2023, Wells FargoBank, N.A. entered into an agreement with IKB to resolve IKB’s claims. WellsFargo Bank, N.A. previously settled two class actions filed by institutionalinvestors and an action filed by the National Credit Union Administration withsimilar allegations.

**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 July 11, 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 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 4.2 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 ARC Apartments Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2019-B10 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Schedule II to the poolingand servicing agreement for the Benchmark 2019-B10 Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2019-B10 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the MoffettTowers II Building V Mortgage Loan, the 59 Maiden Lane Mortgage Loan and theWaterford Lakes Town Center Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the GSMS2019-GC39 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement forthe GSMS 2019-GC39 Transaction incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the GSMS 2019-GC39 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 Newport Corporate Center MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BANK 2019-BNK18 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to thepooling and servicing agreement for the BANK 2019-BNK18 Transactionincorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBANK 2019-BNK18 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Western Digital R&D CampusMortgage Loan and the Green Hills Corporate Center Mortgage Loan, which arebeing serviced and administered pursuant to the pooling and servicing agreementfor the Benchmark 2019-B11 Transaction, are attached hereto under Item 15 tothis Annual Report on Form 10-K. Attached as Exhibit AA to the pooling andservicing agreement for the Benchmark 2019-B11 Transaction incorporated byreference as Exhibit 4.6 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2019-B11 Transaction responsible for each applicable servicingcriteria set forth 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. Exhibit and Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of 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/A filed on August 29, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.2          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 onJuly 11, 2019 under Commission File No. 333-226082-03 and incorporated byreference herein).

4.3          Pooling and Servicing Agreement, dated as of April 1,2019, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,KeyBank National Association, as Master Servicer, LNR Partners, LLC, as SpecialServicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank,National Association, as Certificate Administrator, Paying Agent and Custodian,and Pentalpha Surveillance LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on July 11, 2019 under Commission File No. 333-226082-03 and incorporatedby reference herein).

4.4          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 Bridge LenderServices LLC, as Operating Advisor and as Asset Representations Reviewer (filedas Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on July 11,2019 under Commission File No. 333-226082-03 and incorporated by referenceherein).

4.5          Pooling and Servicing Agreement, dated as of May 1, 2019,by and among Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as General Master Servicer,Rialto Capital Advisors, LLC, as General Special Servicer, National CooperativeBank, N.A., as NCB Master Servicer and as NCB Special Servicer, Situs Holdings,LLC, as Newport Corporate Center Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand Asset Representations Reviewer (filed as Exhibit 4.6 to the registrant’sCurrent Report on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 and incorporated by reference herein).

4.6          Pooling and Servicing Agreement, dated as of June 1,2019, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, WellsFargo Bank, National Association, as Certificate Administrator, Wells FargoBank, National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.4 to theregistrant’s Current Report on Form 8-K filed on July 11, 2019 under CommissionFile No. 333-226082-03 and incorporated by reference herein).

4.7          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 4.7 tothe registrant’s Current Report on Form 8-K filed on July 11, 2019 under CommissionFile No. 333-226082-03 and incorporated by reference herein).

4.8          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 4.8 to the registrant’sCurrent Report on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 and incorporated by reference herein).

4.9          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 4.9 tothe registrant’s Current Report on Form 8-K filed on July 11, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.10         Agreement Between Noteholders, dated as of June 24, 2019,by and between Deutsche Bank AG, New York Branch, as Initial Note A-1 Holder,Deutsche Bank AG, New York Branch, as Initial Note A-2 Holder, Deutsche BankAG, New York Branch, as Initial Note A-3 Holder, and Deutsche Bank AG, New YorkBranch, as Initial Note B Holder (filed as Exhibit 4.11 to the registrant’sCurrent Report on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 and incorporated by reference herein).

4.11         Agreement Between Noteholders, dated as of May 23, 2019,by and among Goldman Sachs Bank USA, as Initial Note A-1-A Holder and InitialNote A-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 4.12 to the registrant’s CurrentReport on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 and incorporated by reference herein).

4.12         Co-Lender Agreement, dated as of July 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 July 11, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.13         Agreement Between Noteholders, dated as of June 24, 2019,by and between Deutsche Bank AG, New York Branch, as Initial Note A-1 Holder,Deutsche Bank AG, New York Branch, as Initial Note A-2 Holder, Deutsche BankAG, New York Branch, as Initial Note A-3 Holder, and Deutsche Bank AG, New YorkBranch, as Initial Note A-4 Holder (filed as Exhibit 4.14 to the registrant’sCurrent Report on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 and incorporated by reference herein).

4.14         Co-Lender Agreement, dated as of June 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 4.15 tothe registrant’s Current Report on Form 8-K filed on July 11, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.15         Co-Lender Agreement, dated as of June 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 4.16 tothe registrant’s Current Report on Form 8-K filed on July 11, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.16         Agreement Between Noteholders, dated as of February 13,2019, by and between Citi Real Estate Funding Inc., as Initial Note A1-AHolder, Deutsche Bank AG, New York Branch, as Initial Note A1-B Holder, SHBNPPGlobal Professional Investment Type Private Real Estate Investment Trust No.14(H), as Initial Note A2 Holder, and SHBNPP Global Professional InvestmentType Private Real Estate Investment Trust No. 15(H), as Initial Note B Holder(filed as Exhibit 4.17 to the registrant’s Current Report on Form 8-K filed onJuly 11, 2019 under Commission File No. 333-226082-03 and incorporated byreference herein).

4.17         Agreement Between Noteholders, dated as of May 16, 2019,by and between Deutsche Bank AG, New York Branch, as Initial Note A-1-A Holder,Initial Note A-1-B Holder, Initial Note A-1-C Holder, Initial Note B-1-AHolder, Initial Note B-1-B Holder, Initial Note C-1-A Holder, Initial NoteC-1-B Holder and Initial Note D-1 Holder, and Wells Fargo Bank, NationalAssociation, as Initial Note A-2-A Holder, Initial Note A-2-B Holder, InitialNote A-2-C Holder, Initial Note B-2-A Holder, Initial Note B-2-B Holder,Initial Note C-2-A Holder, Initial Note C-2-B Holder and Initial Note D-2Holder (filed as Exhibit 4.18 to the registrant’s Current Report on Form 8-Kfiled on July 11, 2019 under Commission File No. 333-226082-03 and incorporatedby reference herein).

4.18         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 4.19 to the registrant’s CurrentReport on Form 8-K filed on July 11, 2019 under Commission File No.333-226082-03 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        LNR Partners, LLC, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Pentalpha Surveillance LLC, as Operating Advisor

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

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

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

33.9        LNR Partners, LLC, as Special Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 33.2)

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

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

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

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

33.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 250 Livingston Mortgage Loan(see Exhibit 33.1)

33.15      LNR Partners, LLC, as Special Servicer of the 250Livingston Mortgage Loan (see Exhibit 33.2)

33.16      Wells Fargo Bank, National Association, as Trustee of the 250 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

33.17      Wells Fargo Bank, National Association, asCustodian of the 250 Livingston Mortgage Loan (see Exhibit 33.4)

33.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe 250 Livingston Mortgage Loan (see Exhibit 33.5)

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

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

33.21      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan (see Exhibit 33.2)

33.22      Wells Fargo Bank, National Association, as Trustee of the 57 East 11th Street MortgageLoan (Omitted. See Explanatory Notes.)

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

33.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe 57 East 11th Street Mortgage Loan (see Exhibit 33.5)

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

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

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

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

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

33.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe 101 California Street Mortgage Loan (see Exhibit 33.5)

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

33.32      KeyBank National Association, as Primary Servicerof the ARC Apartments Mortgage Loan

33.33      LNR Partners, LLC, as Special Servicer of the ARCApartments Mortgage Loan (see Exhibit 33.2)

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

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

33.36      Pentalpha Surveillance LLC, as Operating Advisor ofthe ARC Apartments Mortgage Loan (see Exhibit 33.5)

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

33.38      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)

33.39      KeyBank National Association, as Special Servicerof the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.32)

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

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

33.42      Park Bridge Lender Services LLC, as OperatingAdvisor of the Moffett Towers II Building V Mortgage Loan

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

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

33.45      KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 33.32)

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

33.47      Wells Fargo Bank, National Association, as Custodianof the 59 Maiden Lane Mortgage Loan (see Exhibit 33.4)

33.48      Park Bridge Lender Services LLC, as OperatingAdvisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.42)

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

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

33.51      KeyBank National Association, as Special Servicerof the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.32)

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

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

33.54      Park Bridge Lender Services LLC, as OperatingAdvisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.42)

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

33.56      Wells Fargo Bank, National Association, as PrimaryServicer of the Newport Corporate Center Mortgage Loan

33.57      Situs Holdings, LLC, as Special Servicer of theNewport Corporate Center Mortgage Loan

33.58      Wilmington Trust, National Association, as Trustee of the Newport CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.59      Wells Fargo Bank, National Association, asCustodian of the Newport Corporate Center Mortgage Loan (see Exhibit 33.4)

33.60      Pentalpha Surveillance LLC, as Operating Advisor ofthe Newport Corporate Center Mortgage Loan (see Exhibit 33.5)

33.61      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Newport Corporate Center Mortgage Loan

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

33.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Western Digital R&D CampusMortgage Loan (see Exhibit 33.1)

33.64      Rialto Capital Advisors, LLC, as Special Servicerof the Western Digital R&D Campus Mortgage Loan

33.65      Wells Fargo Bank, National Association, as Trustee of the Western DigitalR&D Campus Mortgage Loan (Omitted. See Explanatory Notes.)

33.66      Wells Fargo Bank, National Association, asCustodian of the Western Digital R&D Campus Mortgage Loan (see Exhibit33.4)

33.67      Pentalpha Surveillance LLC, as Operating Advisor ofthe Western Digital R&D Campus Mortgage Loan (see Exhibit 33.5)

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

33.69      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Green Hills Corporate Center MortgageLoan (see Exhibit 33.1)

33.70      Rialto Capital Advisors, LLC, as Special Servicerof the Green Hills Corporate Center Mortgage Loan (see Exhibit 33.64)

33.71      Wells Fargo Bank, National Association, as Trustee of the Green Hills CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.72      Wells Fargo Bank, National Association, asCustodian of the Green Hills Corporate Center Mortgage Loan (see Exhibit 33.4)

33.73      Pentalpha Surveillance LLC, as Operating Advisor ofthe Green Hills Corporate Center Mortgage Loan (see Exhibit 33.5)

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

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

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

34.2        LNR Partners, LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

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

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

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

34.9        LNR Partners, LLC, as Special Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 34.2)

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

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

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

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

34.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 250 Livingston Mortgage Loan(see Exhibit 34.1)

34.15      LNR Partners, LLC, as Special Servicer of the 250Livingston Mortgage Loan (see Exhibit 34.2)

34.16      Wells Fargo Bank, National Association, as Trustee of the 250 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

34.17      Wells Fargo Bank, National Association, asCustodian of the 250 Livingston Mortgage Loan (see Exhibit 34.4)

34.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe 250 Livingston Mortgage Loan (see Exhibit 34.5)

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

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

34.21      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan (see Exhibit 34.2)

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

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

34.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe 57 East 11th Street Mortgage Loan (see Exhibit 34.5)

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

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

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

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

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

34.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe 101 California Street Mortgage Loan (see Exhibit 34.5)

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

34.32      KeyBank National Association, as Primary Servicerof the ARC Apartments Mortgage Loan

34.33      LNR Partners, LLC, as Special Servicer of the ARCApartments Mortgage Loan (see Exhibit 34.2)

34.34      Wells Fargo Bank, National Association, as Trustee of the ARC Apartments MortgageLoan (Omitted. See Explanatory Notes.)

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

34.36      Pentalpha Surveillance LLC, as Operating Advisor ofthe ARC Apartments Mortgage Loan (see Exhibit 34.5)

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

34.38      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)

34.39      KeyBank National Association, as Special Servicerof the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.32)

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

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

34.42      Park Bridge Lender Services LLC, as OperatingAdvisor of the Moffett Towers II Building V Mortgage Loan

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

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

34.45      KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 34.32)

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

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

34.48      Park Bridge Lender Services LLC, as OperatingAdvisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.42)

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

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

34.51      KeyBank National Association, as Special Servicerof the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.32)

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

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

34.54      Park Bridge Lender Services LLC, as OperatingAdvisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.42)

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

34.56      Wells Fargo Bank, National Association, as PrimaryServicer of the Newport Corporate Center Mortgage Loan

34.57      Situs Holdings, LLC, as Special Servicer of theNewport Corporate Center Mortgage Loan

34.58      Wilmington Trust, National Association, as Trustee of the Newport CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.59      Wells Fargo Bank, National Association, asCustodian of the Newport Corporate Center Mortgage Loan (see Exhibit 34.4)

34.60      Pentalpha Surveillance LLC, as Operating Advisor ofthe Newport Corporate Center Mortgage Loan (see Exhibit 34.5)

34.61      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Newport Corporate Center Mortgage Loan

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

34.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Western Digital R&D CampusMortgage Loan (see Exhibit 34.1)

34.64      Rialto Capital Advisors, LLC, as Special Servicerof the Western Digital R&D Campus Mortgage Loan

34.65      Wells Fargo Bank, National Association, as Trustee of the Western DigitalR&D Campus Mortgage Loan (Omitted. See Explanatory Notes.)

34.66      Wells Fargo Bank, National Association, asCustodian of the Western Digital R&D Campus Mortgage Loan (see Exhibit34.4)

34.67      Pentalpha Surveillance LLC, as Operating Advisor ofthe Western Digital R&D Campus Mortgage Loan (see Exhibit 34.5)

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

34.69      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Green Hills Corporate CenterMortgage Loan (see Exhibit 34.1)

34.70      Rialto Capital Advisors, LLC, as Special Servicerof the Green Hills Corporate Center Mortgage Loan (see Exhibit 34.64)

34.71      Wells Fargo Bank, National Association, as Trustee of the Green Hills CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.72      Wells Fargo Bank, National Association, asCustodian of the Green Hills Corporate Center Mortgage Loan (see Exhibit 34.4)

34.73      Pentalpha Surveillance LLC, as Operating Advisor ofthe Green Hills Corporate Center Mortgage Loan (see Exhibit 34.5)

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

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

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

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

35.6        LNR Partners, LLC, as Special Servicer of the WaterfrontPlaza Mortgage Loan (see Exhibit 35.2)

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 250 Livingston Mortgage Loan(see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of the 250Livingston Mortgage Loan (see Exhibit 35.2)

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

35.10      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan (see Exhibit 35.2)

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

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

35.13      KeyBank National Association, as Primary Servicerof the ARC Apartments Mortgage Loan

35.14      LNR Partners, LLC, as Special Servicer of the ARCApartments Mortgage Loan (see Exhibit 35.2)

35.15      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)

35.16      KeyBank National Association, as Special Servicerof the Moffett Towers II Building V Mortgage Loan (see Exhibit 35.13)

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

35.18      KeyBank National Association, as Special Servicerof the 59 Maiden Lane Mortgage Loan (see Exhibit 35.13)

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

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

35.21      Wells Fargo Bank, National Association, as PrimaryServicer of the Newport Corporate Center Mortgage Loan

35.22      Situs Holdings, LLC, as Special Servicer of the Newport Corporate CenterMortgage Loan (Omitted. See Explanatory Notes.)

35.23      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Western Digital R&D CampusMortgage Loan (see Exhibit 35.1)

35.24      Rialto Capital Advisors, LLC, as Special Servicer of the Western DigitalR&D Campus Mortgage Loan (Omitted. See Explanatory Notes.)

35.25      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Green Hills Corporate CenterMortgage Loan (see Exhibit 35.1)

35.26      Rialto Capital Advisors, LLC, as Special Servicer of the Green Hills CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

99.1         Mortgage Loan Purchase Agreement, dated as of July 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 July 11, 2019 under Commission File No. 333-226082-03 and incorporatedby reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of July 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 July 11, 2019 under Commission File No. 333-226082-03 andincorporated by reference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of July 1, 2019,between GS Mortgage Securities Corporation II and German American CapitalCorporation (filed as Exhibit 99.3 to the registrant’s Current Report on Form8-K filed on July 11, 2019 under Commission File No. 333-226082-03 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/ Scott Epperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024

** **