**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-02**

**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 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                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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 59 Maiden Lane Mortgage Loan, the MoffettTowers II Building V Mortgage Loan, the Albertsons Industrial - PA MortgageLoan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel PortfolioMortgage Loan and the Lakeside Apartments Mortgage Loan, which constitutedapproximately 9.3%, 8.1%, 7.7%, 6.9%, 6.2% and 4.4%, respectively, of the assetpool of the issuing entity as of its cut-off date, are each an asset of theissuing entity and are each part of a loan combination that includes (a) withrespect to the 59 Maiden Lane Mortgage Loan, two other *pari passu* loans,which are not assets of the issuing entity, (b) with respect to the MoffettTowers II Building V Mortgage Loan, three other *pari passu* loans andfour subordinate companion loans, each of which are not assets of the issuingentity, (c) with respect to the Albertsons Industrial - PA Mortgage Loan, oneother *pari passu* loan, which is not an asset of the issuing entity, (d)with respect to the Waterford Lakes Town Center Mortgage Loan, three other *paripassu* loans, which are not assets of the issuing entity, (e) with respectto the Arbor Hotel Portfolio Mortgage Loan, one other *pari passu* loan,which is not an asset of the issuing entity and (f) with respect to theLakeside Apartments Mortgage Loan, one other *pari passu* loan, which isnot an asset of the issuing entity. These loan combinations, including the 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 and the LakesideApartments Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 365 Bond Mortgage Loan, which constitutedapproximately 5.6% of the asset pool of the issuing entity as of its cut-offdate.  The 365 Bond Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes the 365 Bond Mortgage Loan and oneother *pari passu* loan, which is not an asset of the issuing entity. Theother *pari passu* portion of the loan combination was securitized in theGS Mortgage Securities Trust 2019-GC38 transaction, Commission File Number333-226082-01 (the “GSMS 2019-GC38 Transaction”). This loan combination,including the 365 Bond Mortgage Loan, is being serviced and administeredpursuant to the pooling and servicing agreement for the GSMS 2019-GC38Transaction, which is incorporated by reference as Exhibit 4.2 to this AnnualReport on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 101 California Street Mortgage Loan, whichconstituted approximately 9.7% of the asset pool of the issuing entity as ofits cut-off date.  The 101 California Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 101California Street Mortgage Loan, eight other *pari passu* loans and twosubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the CALI MortgageTrust 2019-101C transaction (the “CALI 2019-101C Transaction”). Thisloan combination, including the 101 California Street Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theCALI 2019-101C Transaction, which is incorporated by reference as Exhibit 4.3 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Tulsa Office Portfolio Mortgage Loan and theSoho Beach House Mortgage Loan, which constituted approximately 2.5% and 1.9%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Tulsa Office Portfolio Mortgage Loan and the Soho Beach HouseMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes the Tulsa Office Portfolio Mortgage Loan or theSoho Beach House Mortgage Loan and one other *pari passu* loan, each ofwhich is not an asset of the issuing entity. The other *pari passu*portion of each loan combination was securitized in the Benchmark 2019-B10Mortgage Trust transaction, Commission File Number 333-226943-02 (the “Benchmark2019-B10 Transaction”). These loan combinations, including the Tulsa OfficePortfolio Mortgage Loan and the Soho Beach House Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2019-B10 Transaction, which is incorporated by reference asExhibit 4.4 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 57 East 11th Street Mortgage Loan, whichconstituted approximately 1.9% of the asset pool of the issuing entity as ofits cut-off date.  The 57 East 11th Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 57 East11th Street Mortgage Loan and two other *pari passu* loans, which are notassets of the issuing entity. This loan combination, including the 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, the primary servicer and special servicer of the 101California Street Mortgage Loan and the primary servicer of the 57 East 11thStreet Mortgage Loan. As a result, Midland Loan Services, a Division of PNCBank, 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 Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities 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) 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 KeyBank National Association in the capacities described above are listed inthe 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, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the 101 California Street Mortgage Loan, the 365 BondMortgage Loan, the Tulsa Office Portfolio Mortgage Loan, the 57 East 11thStreet Mortgage Loan and the Soho Beach House Mortgage Loan.  As a result,Wells Fargo Bank, National Association is a servicing function participant inthe capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Wells Fargo Bank, National Association in thecapacities described above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the 101 California Street Mortgage Loan, the 365 BondMortgage Loan, the Tulsa Office Portfolio Mortgage Loan, the 57 East 11thStreet Mortgage Loan and the Soho Beach House Mortgage Loan.  As a result,Pentalpha Surveillance LLC is a servicing function participant in thecapacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Pentalpha Surveillance LLC in thecapacities described above are listed in the Exhibit Index.

LNR Partners, LLC is the specialservicer of the Soho Beach House Mortgage Loan, the Tulsa Office PortfolioMortgage Loan and the 57 East 11th Street Mortgage Loan.  These mortgageloans constitute more than 5%, but less than 10%, of the pool assets of theissuing entity.  Therefore, the Depositor included in this Annual Reporton Form 10-K an assessment of compliance with applicable servicing criteria forLNR Partners, LLC and an accountants’ attestation report pursuant to Item 1122of Regulation AB because LNR Partners, LLC is servicing more than 5% of thepool assets.  However, the Depositor is not required to include in thisAnnual Report on Form 10-K a servicer compliance statement pursuant to Item1123 of Regulation AB of LNR Partners, LLC because LNR Partners, LLC is anunaffiliated servicer servicing less than 10% of pool assets.

Wells Fargo Bank, NationalAssociation acts as trustee of the 59 Maiden Lane Mortgage Loan, the MoffettTowers II Building V Mortgage Loan, the Albertsons Industrial - PA MortgageLoan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel PortfolioMortgage Loan, the Lakeside Apartments Mortgage Loan, the 101 California StreetMortgage Loan, the Tulsa Office Portfolio Mortgage Loan, the Soho Beach HouseMortgage Loan and the 57 East 11th Street Mortgage Loan.  Pursuant to thePooling and Servicing Agreement, the trust and servicing agreement for the CALI2019-101C Transaction, the pooling and servicing agreement for the Benchmark2019-B10 Transaction and the pooling and servicing agreement for the GSMS2019-GC40 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to 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’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of 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 have delivered one or more assessments of compliancewith respect to Item 1122(d)(2)(iii) of Regulation AB.

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 Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the 365 Bond Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the 365 Bond Mortgage Loan toremit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcel information,and to verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

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

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the 365 Bond MortgageLoan, the 101 California Street Mortgage Loan, the Tulsa Office PortfolioMortgage Loan, the Soho Beach House Mortgage Loan and the 57 East 11th StreetMortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets 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, theSoho Beach House Mortgage Loan and the 57 East 11th Street Mortgage Loan, theservicer compliance statements of LNR Partners, LLC as special servicer of theTulsa Office Portfolio Mortgage Loan, the Soho Beach House Mortgage Loan andthe 57 East 11th Street Mortgage Loan, listed on the Exhibit Index are omittedfrom this Annual Report on Form 10-K as they are not required by Item 1123 ofRegulation AB to be included on this Annual Report on Form 10-K because it is anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 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 ofcompliance for the twelve months ended December 31, 2022, furnished pursuant toItem 1122 of Regulation AB by KeyBank National Association (“KeyBank”), asservicer, discloses that the following material instance of noncomplianceoccurred with respect to its platform:

The examination performed by Ernst & Young LLP identifiedan instance of material noncompliance with the servicing criteria set forth inItem 1122(d)(4)(ix) of Regulation AB applicable to KeyBank during the yearended December 31, 2022. During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per therelated note, if the holder fails to offer a loan rate within 45-60 days of anychange date a margin of 2.25% is to be used. Given the notification was notmade to the borrowers, a 3% margin was incorrectly applied. The noncompliancein Item 1122 (d)(4)(ix) is related to a servicing portfolio which is whollyowned by the investor and is not held in a publicly traded security.

The following remediation procedures have been initiated byKeyBank: (i) the impacted mortgage loans are currently in the process of beingidentified, (ii) investor contact has been initiated, (iii) corrective actionsare being considered and will be tracked and monitored by senior management,(iv) procedures will be reviewed and revised, if necessary, to include newtracking and action steps to prevent this situation from recurring in thefuture, and (v) training will be provided to the relevant staff members toprevent a recurrence.

**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 May 1, 2019,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,KeyBank National Association, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and as Trustee, and Park BridgeLender Services LLC, as Operating Advisor and Asset Representations Reviewer(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed onMay 23, 2019 under Commission File No. 333-226082-02 and incorporated byreference herein).

4.2          Pooling and Servicing Agreement, dated as of February 1,2019, by and among GS Mortgage Securities Corporation II, as Depositor, WellsFargo Bank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.3 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).

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

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

4.5          Pooling and Servicing Agreement, dated as of July 1,2019, by and among GS Mortgage Securities Corporation II, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerand as Special Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator and as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on July 16, 2019 under CommissionFile No. 333-226082-02 and incorporated by reference herein).

4.6          Amended and Restated Co-Lender Agreement, dated as of May3, 2019, by and among, Wells Fargo Bank, National Association, as Trustee forthe Benefit of the Registered Holders of the CALI 2019-101C Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2019-101C, as Note A-1Holder, Note A-2 Holder, Note B-1 Holder and Note B-2 Holder, Wells Fargo Bank,National Association, as Trustee for the Benefit of the Registered Holders ofthe Benchmark 2019-B10 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2019-B10, as Note A-8 Holder and Note A-9 Holder, GoldmanSachs Mortgage Company, as Initial Note A-3 Holder, Initial Note A-4 Holder andInitial Note A-5 Holder, and JPMorgan Chase Bank, National Association, asInitial Note A-6 Holder and Initial Note A-7 Holder (filed as Exhibit 4.5 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

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

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

4.9          Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.8 to the registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

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

4.11         Co-Lender Agreement, dated as of April 17, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.10 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.12         Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.11 to the registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.13         Co-Lender Agreement, dated as of March 1, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.14         Co-Lender Agreement, dated as of April 11, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.13 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.15         Co-Lender Agreement, dated as of April 11, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.14 tothe registrant’s Current Report on Form 8-K filed on May 23, 2019 underCommission File No. 333-226082-02 and incorporated by reference herein).

4.16         Co-Lender Agreement, dated as of May 15, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate FundingInc., as Initial Note A-3 Holder (filed as Exhibit 4.15 to the registrant’sCurrent Report on Form 8-K filed on May 23, 2019 under Commission File No.333-226082-02 and incorporated by reference herein).

 

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

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

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

33.2        KeyBank National Association, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Berkadia Commercial Mortgage LLC, as PrimaryServicer

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

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

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

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

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

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

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

33.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

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

33.51      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

33.59      LNR Partners, LLC, as Special Servicer of the TulsaOffice Portfolio Mortgage Loan

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

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

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

33.63      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

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

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

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

33.69      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

33.71      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan (see Exhibit 33.59)

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

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

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

33.75      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.8)

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

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

34.2        KeyBank National Association, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Berkadia Commercial Mortgage LLC, as PrimaryServicer

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

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

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

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

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

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

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

34.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.38      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

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

34.51      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.63      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

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

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

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

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

34.69      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

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

34.71      LNR Partners, LLC, as Special Servicer of the 57East 11th Street Mortgage Loan (see Exhibit 34.59)

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

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

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

34.75      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.8)

35           Servicer compliance statements.

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

35.2        KeyBank National Association, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

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

35.5        Berkadia Commercial Mortgage LLC, as PrimaryServicer

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

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

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

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

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

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

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

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

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

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

35.16      Berkadia Commercial Mortgage LLC, as PrimaryServicer of the Lakeside Apartments Mortgage Loan (see Exhibit 35.5)

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

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

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

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

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

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

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

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

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

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

35.27      LNR Partners, LLC, as Special Servicer of the 57 East 11th Street Mortgage Loan(Omitted. See Explanatory Notes.)

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

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

 (b)  The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 17, 2023