**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2019or**

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-03**

**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 Number)** |
|------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

Securities registered pursuantto Section 12(b) of the Act:

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Large accelerated filer       o                                       Accelerated filer                                                                        o

Non-acceleratedfiler         ⌧  (Do not check if a smaller reportingcompany)                                       Smaller reportingcompany                                                        o

                                                                              Emerging growth company                                                        o

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) 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, the 57 East 11th Street Mortgage Loan and theDiamondback Industrial Portfolio 1 Mortgage Loan, which constitutedapproximately 8.2%, 8.2%, 2.2% and 2.2%, respectively, of the asset pool of theissuing entity as of its cut-off date, are each an asset of the issuing entityand are each part of a loan combination that includes (a) with respect to theWaterfront Plaza Mortgage Loan which is an asset of the issuing entity and twoother *pari passu* loans, which are not assets of the issuing entity, (b)with respect to the 250 Livingston Mortgage Loan which is an asset of theissuing entity and one other *pari passu* loan, which is not an asset ofthe issuing entity, (c) with respect to the 57 East 11th Street Mortgage Loanwhich is an asset of the issuing entity and two other *pari passu* loans,which are not assets of the issuing entity and (d) with respect to theDiamondback Industrial Portfolio 1 Mortgage Loan which is an asset of the issuingentity and two other *pari passu* loans, which are not assets of theissuing entity. These loan combinations, including the Waterfront PlazaMortgage Loan, the 250 Livingston Mortgage Loan, the 57 East 11th StreetMortgage Loan and the Diamondback Industrial Portfolio 1 Mortgage Loan, arebeing serviced and administered pursuant to the Pooling and ServicingAgreement, which is incorporated by reference as Exhibit 4.1 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 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 and 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 the issuingentity and is part of a loan combination that includes the ARC ApartmentsMortgage Loan and 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.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Moffett Towers II Building V Mortgage Loan,the 59 Maiden Lane Mortgage Loan and the Waterford Lakes Town Center MortgageLoan, which constituted approximately 6.8%, 5.5% and 3.8%, respectively, of theasset pool of the issuing entity as of its cut-off date.  The MoffettTowers II Building V Mortgage Loan, the 59 Maiden Lane Mortgage Loan and theWaterford Lakes Town Center Mortgage Loan are each an asset of the issuingentity and are each part of a loan combination that includes (a) with respectto the Moffett Towers II Building V Mortgage Loan which is an asset of theissuing entity and two other *pari passu* loans and four subordinatecompanion loans, which are not assets of the issuing entity, (b) with respectto the 59 Maiden Lane Mortgage Loan which is an asset of the issuing entity andtwo other *pari passu*loans, which are not assets of the issuing entity,and (c) with respect to the Waterford Lakes Town Center Mortgage Loan which isan asset of the issuing entity and three other *pari passu*loans, whichare not assets of the issuing entity. A *pari passu* portion of each loancombination was securitized in the GS Mortgage Securities Trust 2019-GC39transaction, Commission File Number 333-226082-02 (the “GSMS 2019-GC39 Transaction”). 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 AnnualReport on Form 10-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 and five other *pari passu* loansand ten subordinate companion loans, which are not assets of the issuingentity. A *pari passu* portion of the loan combination was securitized inthe BANK 2019-BNK18 transaction, Commission File Number 333-228375-01 (the “BANK2019-BNK18 Transaction”). This loan combination, including the NewportCorporate Center Mortgage Loan, is being serviced and administered pursuant tothe pooling and servicing agreement for the BANK 2019-BNK18 Transaction, whichis incorporated 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, which isnot an asset of the issuing entity. The other *pari passu* portion of eachloan combination was securitized in the Benchmark 2019-B11 Mortgage Trusttransaction, Commission File Number 333-226123-03 (the “Benchmark 2019-B11Transaction”). These loan combinations, including the Western DigitalR&D Campus Mortgage Loan and the Green Hills Corporate Center MortgageLoan, are being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2019-B11 Transaction, which is incorporated byreference 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 and special servicerof the mortgage loans serviced under the Pooling and Servicing Agreement, theprimary servicer and special servicer of the 101 California Street MortgageLoan and the primary servicer of the Moffett Towers II Building V MortgageLoan, the 59 Maiden Lane Mortgage Loan, the Western Digital R&D CampusMortgage Loan, the Waterford Lakes Town Center Mortgage Loan and the GreenHills Corporate Center Mortgage Loan. As a result, Midland Loan Services, aDivision of PNC Bank, 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.

Wells Fargo Bank, National Associationis the certificate administrator of the mortgage loans serviced under thePooling 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, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the 101California Street Mortgage Loan, the Moffett Towers II Building V MortgageLoan, the 59 Maiden Lane Mortgage Loan, the Western Digital R&D CampusMortgage Loan, the Waterford Lakes Town Center Mortgage Loan, the ARCApartments Mortgage Loan, the Green Hills Corporate Center Mortgage Loan andthe Newport Corporate Center Mortgage Loan.  As a result, Wells FargoBank, National Association 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 Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is the operating advisor of themortgage loans serviced under the Pooling and Servicing Agreement, the NewportCorporate Center Mortgage Loan, the Western Digital R&D Campus MortgageLoan, the ARC Apartments Mortgage Loan, the Green Hills Corporate CenterMortgage Loan and the 101 California Street 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.

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 is the operating advisor ofthe Moffett Towers II Building V Mortgage Loan, the 59 Maiden Lane MortgageLoan and the Waterford Lakes Town Center Mortgage Loan.  As a result, ParkBridge Lender Services 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 Park Bridge Lender Services LLCin 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 Waterfront Plaza Mortgage Loan, the 250Livingston Mortgage Loan, the 57 East 11th Street Mortgage Loan, theDiamondback Industrial Portfolio 1 Mortgage Loan, the 101 California StreetMortgage Loan, the ARC Apartments Mortgage Loan, the Moffett Towers II BuildingV Mortgage Loan, the 59 Maiden Lane Mortgage Loan, the Waterford Lakes TownCenter Mortgage Loan, the Western Digital R&D Campus Mortgage Loan and theGreen Hills Corporate Center Mortgage Loan.  Pursuant to the Pooling andServicing Agreement, the trust and servicing agreement for the CALI 2019-101CTransaction, the pooling and servicing agreement for the Benchmark 2019-B10Transaction, the pooling and servicing agreement for the GSMS 2019-GC39 Transaction and the pooling and servicing agreement for the Benchmark 2019-B11Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regarding collections,cash flows or distributions, and any interest or other fees charged for suchadvances, are made, reviewed and approved as specified in the transactionagreements). However, during the reporting period, the trustee did not performany servicing function 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 does notinclude an assessment of compliance with applicable servicing criteria of thetrustee. One or more other servicers of the mortgage loans serviced under thePooling and Servicing Agreement, 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 BANK 2019-BNK18Transaction, the trustee is required to provide an assessment of compliancewith 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, and eachsuch party included Item 1122(d)(2)(iii) of Regulation AB in the assessment ofcompliance 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 NewportCorporate Center Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC.  These entities were engagedby the primary servicer of the Newport Corporate Center Mortgage Loan to remittax payments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto 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, these vendors are “servicers” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 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 listed on the ExhibitIndex are omitted from this Annual Report on Form 10-K as the certificateadministrator pursuant to the related pooling and servicing agreement or trustand servicing agreement does not perform any activities that address servicingcriteria with respect to the issuing entity and because they are each not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

With respect to the *pari passu*loan combinations that include the ARC Apartments Mortgage Loan, the NewportCorporate Center Mortgage Loan, the Western Digital R&D Campus MortgageLoan and the Green Hills Corporate Center Mortgage Loan, (i) the reports onassessment of compliance with servicing criteria and attestation reports onassessment of compliance with servicing criteria of LNR Partners, LLC asspecial servicer of the ARC Apartments Mortgage Loan, listed on the ExhibitIndex are omitted from this Annual Report on Form 10-K as they are not requiredto be included on this Annual Report on Form 10-K per Instruction 3 to Item1122 of Regulation AB because it is a party performing activities that addressservicing criteria relating to 5% or less of the assets of the issuing entity;and (ii) the servicer compliance statements of LNR Partners, LLC as specialservicer of the ARC Apartments Mortgage Loan, Situs Holdings, LLC as specialservicer of the Newport Corporate Center Mortgage Loan and Rialto CapitalAdvisors, 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 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements With Accountantson Accounting and Financial Disclosure.**

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

Beginning on June 18, 2014, a group of institutionalinvestors filed civil complaints in the Supreme Court of the State of New York,New York County, and later the U.S. District Court for the Southern District ofNew York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in itscapacity as trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints against Wells Fargo Bank alleged that the trusteecaused losses to investors and asserted causes of action based upon, amongother things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. In November 2018,Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, toresolve such claims on a classwide basis for the 271 RMBS trusts atissue.  On May 6, 2019, the court entered an order approving thesettlement agreement.  Separate lawsuits against Wells Fargo Bank makingsimilar allegations filed by certain other institutional investors concerningseveral RMBS trusts in New York federal and state court are not covered by theagreement.  With respect to such litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

**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 underItem 15 to this Annual Report on Form 10-K. Attached as Schedule II to thepooling and servicing agreement for the Benchmark 2019-B10 Transactionincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K isa chart identifying 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 suchassessments of compliance with respect to the Moffett Towers II Building VMortgage Loan, the 59 Maiden Lane Mortgage Loan and the Waterford Lakes TownCenter Mortgage Loan, which are being serviced and administered pursuant to thepooling and servicing agreement for the GSMS 2019-GC39  Transaction, areattached hereto under Item 15 to this Annual Report on Form 10-K. Attached asExhibit AA to the pooling and servicing agreement for the GSMS 2019-GC39 Transaction incorporated by reference as Exhibit 4.4 to this Annual Report onForm 10-K is a chart identifying the entities participating in a servicing functionfor the GSMS 2019-GC39  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 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).

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

Material Instance of Noncompliance

In certain instances, the Schedule AL Files (Item 1125 ofRegulation AB) were not reported in accordance with the terms specified in thetransaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported fields as describedin (1) and (2) below.  (1) In connection with other enhancements Midlandmade to its manual Schedule AL process, starting in April 2019, Midland developedand implemented new Schedule AL reporting templates for each applicable CMBStransaction that closed prior to April 2019 and for each applicable CMBStransaction going forward.  Related to this, Midland made certain templatesetup errors, along with related and other manual inputting of informationerrors, and the errors were not identified prior to submission of theapplicable Schedule AL Files in certain cases due to breakdowns in qualitycontrol.  (2) In one applicable transaction, the related Schedule AL Filefor a given month was not saved properly resulting in the prior month'sSchedule AL File being submitted for the given month instead of the correctSchedule AL File. 

The identified instances did not involve the servicing ofassets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

Midland’s Schedule AL reporting process was enhanced in Aprilof 2019, however, the process remained manual throughout the 2019 calendaryear.  Errors relating to certain Schedule AL Files during 2019 wereidentified during the related audit.  Following identification, Midlandmade staffing changes and additional enhancements and improvements to itsprocesses and procedures to support its Schedule AL reporting obligations andexpects to move to an automated solution for this process.  

Midland is currently remediating the Schedule AL reportingfor certain of the CMBS transactions found to be incorrect.

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1         Poolingand Servicing Agreement, dated as of July 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer and as Special Servicer,Wells Fargo Bank, National Association, as Certificate Administrator and asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor and AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K/A filed on August 29, 2019 under Commission File No.333-226082-03 and incorporated by reference herein). 

4.2         Trustand Servicing Agreement, dated as of March 6, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Servicer, Midland Loan Services, a Divisionof PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator, Custodian and Trustee, andPentalpha Surveillance LLC, as Operating Advisor (filed as Exhibit 4.2 to theregistrant’s Current Report on Form 8-K filed on July 11, 2019 under CommissionFile No. 333-226082-03 and incorporated by reference herein).

4.3         Poolingand Servicing Agreement, dated as of April 1, 2019, by and among DeutscheMortgage & Asset Receiving Corporation, as Depositor, KeyBank NationalAssociation, as Master Servicer, LNR Partners, LLC, as Special Servicer, WellsFargo Bank, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, andPentalpha Surveillance LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.5 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         Poolingand Servicing Agreement, dated as of May 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer, KeyBank NationalAssociation, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator and as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.3 to the registrant’s Current Report on Form 8-K filed on July 11, 2019 underCommission File No. 333-226082-03 and incorporated by reference herein).

4.5         Poolingand Servicing Agreement, dated as of May 1, 2019, by and among Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, Rialto Capital Advisors, LLC,as General Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Situs Holdings, LLC, as Newport CorporateCenter Special Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator, Wilmington Trust, National Association, as Trustee, andPentalpha Surveillance LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.6 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).

4.6         Poolingand Servicing Agreement, dated as of June 1, 2019, by and among J.P. MorganChase Commercial Mortgage Securities Corp., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Wells Fargo Bank, NationalAssociation, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand Asset Representations Reviewer (filed as Exhibit 4.4 to the registrant’sCurrent Report on Form 8-K filed on July 11, 2019 under Commission File No. 333-226082-03and incorporated by reference herein).

4.7         Amendedand Restated Co-Lender Agreement, dated as of May 3, 2019, by and among, Wells FargoBank, National Association, as Trustee for the Benefit of the RegisteredHolders of the CALI 2019-101C Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2019-101C, as Note A-1 Holder, Note A-2 Holder, Note B-1Holder and Note B-2 Holder, Wells Fargo Bank, National Association, as Trusteefor the Benefit of the Registered Holders of the Benchmark 2019-B10 MortgageTrust, Commercial Mortgage Pass-Through Certificates, Series 2019-B10, as NoteA-8 Holder and Note A-9 Holder, Goldman Sachs Mortgage Company, as Initial NoteA-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder, and JPMorganChase Bank, National Association, as Initial Note A-6 Holder and Initial NoteA-7 Holder (filed as Exhibit 4.7 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).

4.8         AgreementBetween Note Holders, dated as of April 11, 2019, by and between Citi RealEstate Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc.,as Initial Note A-2 Holder, and Citi Real Estate Funding Inc., as Initial NoteA-3 Holder (filed as Exhibit 4.8 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).

4.9         AgreementBetween Noteholders, dated as of March 8, 2019, by and among Goldman Sachs BankUSA, as Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4Holder, Initial Note B-2 Holder and Initial Note C-2 Holder, and Deutsche BankAG, New York Branch, as Initial Note A-1 Holder, Initial Note B-1 Holder andInitial Note C-1 Holder (filed as Exhibit 4.9 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).

4.10       AgreementBetween Noteholders, dated as of June 24, 2019, by and between Deutsche BankAG, New York Branch, as Initial Note A-1 Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, asInitial Note A-3 Holder, and Deutsche Bank AG, New York Branch, as Initial NoteB Holder (filed as Exhibit 4.10 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).

4.11       AgreementBetween Noteholders, dated as of June 24, 2019, by and between Deutsche BankAG, New York Branch, as Initial Note A-1 Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, asInitial Note A-3 Holder, and Deutsche Bank AG, New York Branch, as Initial NoteB Holder (filed as Exhibit 4.11 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).

4.12       AgreementBetween Noteholders, dated as of May 23, 2019, by and among Goldman Sachs BankUSA, as Initial Note A-1-A Holder and Initial Note A-1-B Holder, and Bank ofAmerica, N.A., as Initial Note A-2-A Holder and Initial Note A-2-B Holder(filed as Exhibit 4.12 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).

4.13       Co-LenderAgreement, dated as of July 11, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.13 to the registrant’s Current Report onForm 8-K filed on July 11, 2019 under Commission File No. 333-226082-03 andincorporated by reference herein).

4.14       AgreementBetween Noteholders, dated as of June 24, 2019, by and between Deutsche BankAG, New York Branch, as Initial Note A-1 Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, asInitial Note A-3 Holder, and Deutsche Bank AG, New York Branch, as Initial NoteA-4 Holder (filed as Exhibit 4.14 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).

4.15       Co-LenderAgreement, dated as of June 17, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.15 to the registrant’s Current Report onForm 8-K filed on July 11, 2019 under Commission File No. 333-226082-03 andincorporated by reference herein).

4.16       Co-LenderAgreement, dated as of June 17, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 4.16 to the registrant’s Current Report onForm 8-K filed on July 11, 2019 under Commission File No. 333-226082-03 andincorporated by reference herein).

4.17       AgreementBetween Noteholders, dated as of February 13, 2019, by and between Citi RealEstate Funding Inc., as Initial Note A1-A Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A1-B Holder, SHBNPP Global Professional Investment TypePrivate Real Estate Investment Trust No. 14(H), as Initial Note A2 Holder, andSHBNPP Global Professional Investment Type Private Real Estate Investment TrustNo. 15(H), as Initial Note B Holder (filed as Exhibit 4.17 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).

4.18       AgreementBetween 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-A Holder, Initial Note B-1-BHolder, Initial Note C-1-A Holder, Initial Note C-1-B Holder and Initial NoteD-1 Holder, and Wells Fargo Bank, National Association, as Initial Note A-2-AHolder, Initial Note A-2-B Holder, Initial Note A-2-C Holder, Initial NoteB-2-A Holder, Initial Note B-2-B Holder, Initial Note C-2-A Holder, InitialNote C-2-B Holder and Initial Note D-2 Holder (filed as Exhibit 4.18 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).

4.19       Co-LenderAgreement, dated as of May 15, 2019, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., as InitialNote A-2 Holder, and Citi Real Estate Funding Inc., as Initial Note A-3 Holder(filed as Exhibit 4.19 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).

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

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

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

33.2       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer (see Exhibit33.1)

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

33.4       Wells Fargo Bank, NationalAssociation, as Custodian

33.5       Pentalpha SurveillanceLLC, as Operating Advisor

33.6       Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 33.1)

33.7       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the WaterfrontPlaza Mortgage Loan (see Exhibit 33.1)

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

33.9       Wells Fargo Bank, NationalAssociation, as Custodian of the Waterfront Plaza Mortgage Loan (see Exhibit33.4)

33.10     Pentalpha SurveillanceLLC, as Operating Advisor of the Waterfront Plaza Mortgage Loan (see Exhibit33.5)

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

33.12     Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 250Livingston Mortgage Loan (see Exhibit 33.1)

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

33.14     Wells Fargo Bank, NationalAssociation, as Custodian of the 250 Livingston Mortgage Loan (see Exhibit33.4)

33.15     Pentalpha SurveillanceLLC, as Operating Advisor of the 250 Livingston Mortgage Loan (see Exhibit33.5)

33.16     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theDiamondback Industrial Portfolio 1 Mortgage Loan (see Exhibit 33.1)

33.17     Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of theDiamondback Industrial Portfolio 1 Mortgage Loan (see Exhibit 33.1)

33.18     Wells Fargo Bank, National Association, as Trustee of the DiamondbackIndustrial Portfolio 1 Mortgage Loan (Omitted. See Explanatory Notes.)

33.19     Wells Fargo Bank, NationalAssociation, as Custodian of the Diamondback Industrial Portfolio 1 MortgageLoan (see Exhibit 33.4)

33.20     Pentalpha SurveillanceLLC, as Operating Advisor of the Diamondback Industrial Portfolio 1 MortgageLoan (see Exhibit 33.5)

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

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

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

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

33.25     Pentalpha SurveillanceLLC, as Operating Advisor of the 57 East 11th Street Mortgage Loan (see Exhibit33.5)

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

33.27     Midland Loan Services, a Divisionof PNC Bank, National Association, as Special Servicer of the 101 CaliforniaStreet Mortgage Loan (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, NationalAssociation, as Custodian of the 101 California Street Mortgage Loan (seeExhibit 33.4)

33.30     Pentalpha SurveillanceLLC, as Operating Advisor of the 101 California Street Mortgage Loan (seeExhibit 33.5)

33.31     KeyBank NationalAssociation, as Primary Servicer of the ARC Apartments Mortgage Loan

33.32     LNR Partners, LLC, as Special Servicer of the ARC Apartments Mortgage Loan(Omitted. See Explanatory Notes.)

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

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

33.35     Pentalpha SurveillanceLLC, as Operating Advisor of the ARC Apartments Mortgage Loan (see Exhibit33.5)

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

33.37     KeyBank National Association,as Special Servicer of the Moffett Towers II Building V Mortgage Loan (seeExhibit 33.31)

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

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

33.40     Park Bridge LenderServices LLC, as Operating Advisor of the Moffett Towers II Building V MortgageLoan

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

33.42     KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 33.31)

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

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

33.45     Park Bridge LenderServices LLC, as Operating Advisor of the 59 Maiden Lane Mortgage Loan (seeExhibit 33.40)

33.46     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterford Lakes Town Center Mortgage Loan (see Exhibit 33.1)

33.47     KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 33.31)

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

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

33.50     Park Bridge LenderServices LLC, as Operating Advisor of the Waterford Lakes Town Center MortgageLoan (see Exhibit 33.40)

33.51     Wells Fargo Bank,National Association, as Primary Servicer of the Newport Corporate CenterMortgage Loan

33.52     Situs Holdings, LLC, asSpecial Servicer of the Newport Corporate Center Mortgage Loan

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

33.54     Wells Fargo Bank, NationalAssociation, as Custodian of the Newport Corporate Center Mortgage Loan (seeExhibit 33.4)

33.55     Pentalpha SurveillanceLLC, as Operating Advisor of the Newport Corporate Center Mortgage Loan (seeExhibit 33.5)

33.56     CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the NewportCorporate Center Mortgage Loan

33.57     National Tax Search, LLC,as Servicing Function Participant of the Newport Corporate Center Mortgage Loan

33.58     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the WesternDigital R&D Campus Mortgage Loan (see Exhibit 33.1)

33.59     Rialto Capital Advisors,LLC, as Special Servicer of the Western Digital R&D Campus Mortgage Loan

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

33.61     Wells Fargo Bank, NationalAssociation, as Custodian of the Western Digital R&D Campus Mortgage Loan(see Exhibit 33.4)

33.62     Pentalpha SurveillanceLLC, as Operating Advisor of the Western Digital R&D Campus Mortgage Loan(see Exhibit 33.5)

33.63     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the GreenHills Corporate Center Mortgage Loan (see Exhibit 33.1)

33.64     Rialto Capital Advisors,LLC, as Special Servicer of the Green Hills Corporate Center Mortgage Loan (seeExhibit 33.59)

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

33.66     Wells Fargo Bank, NationalAssociation, as Custodian of the Green Hills Corporate Center Mortgage Loan(see Exhibit 33.4)

33.67     Pentalpha SurveillanceLLC, as Operating Advisor of the Green Hills Corporate Center Mortgage Loan(see Exhibit 33.5)

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

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

34.2       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer (see Exhibit34.1)

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

34.4       Wells Fargo Bank, NationalAssociation, as Custodian

34.5       Pentalpha SurveillanceLLC, as Operating Advisor

34.6       Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 34.1)

34.7       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 34.1)

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

34.9       Wells Fargo Bank, NationalAssociation, as Custodian of the Waterfront Plaza Mortgage Loan (see Exhibit34.4)

34.10     Pentalpha SurveillanceLLC, as Operating Advisor of the Waterfront Plaza Mortgage Loan (see Exhibit34.5)

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

34.12     Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 250Livingston Mortgage Loan (see Exhibit 34.1)

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

34.14     Wells Fargo Bank, NationalAssociation, as Custodian of the 250 Livingston Mortgage Loan (see Exhibit34.4)

34.15     Pentalpha SurveillanceLLC, as Operating Advisor of the 250 Livingston Mortgage Loan (see Exhibit34.5)

34.16     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theDiamondback Industrial Portfolio 1 Mortgage Loan (see Exhibit 34.1)

34.17     Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of theDiamondback Industrial Portfolio 1 Mortgage Loan (see Exhibit 34.1)

34.18     Wells Fargo Bank, National Association, as Trustee of the DiamondbackIndustrial Portfolio 1 Mortgage Loan (Omitted. See Explanatory Notes.)

34.19     Wells Fargo Bank, NationalAssociation, as Custodian of the Diamondback Industrial Portfolio 1 MortgageLoan (see Exhibit 34.4)

34.20     Pentalpha SurveillanceLLC, as Operating Advisor of the Diamondback Industrial Portfolio 1 MortgageLoan (see Exhibit 34.5)

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

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

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

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

34.25     Pentalpha SurveillanceLLC, as Operating Advisor of the 57 East 11th Street Mortgage Loan (see Exhibit34.5)

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

34.27     Midland Loan Services, a Divisionof PNC Bank, National Association, as Special Servicer of the 101 CaliforniaStreet Mortgage Loan (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, NationalAssociation, as Custodian of the 101 California Street Mortgage Loan (seeExhibit 34.4)

34.30     Pentalpha SurveillanceLLC, as Operating Advisor of the 101 California Street Mortgage Loan (seeExhibit 34.5)

34.31     KeyBank NationalAssociation, as Primary Servicer of the ARC Apartments Mortgage Loan

34.32     LNR Partners, LLC, as Special Servicer of the ARC Apartments Mortgage Loan(Omitted. See Explanatory Notes.)

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

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

34.35     Pentalpha SurveillanceLLC, as Operating Advisor of the ARC Apartments Mortgage Loan (see Exhibit34.5)

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

34.37     KeyBank National Association,as Special Servicer of the Moffett Towers II Building V Mortgage Loan (seeExhibit 34.31)

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

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

34.40     Park Bridge LenderServices LLC, as Operating Advisor of the Moffett Towers II Building V MortgageLoan

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

34.42     KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 34.31)

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

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

34.45     Park Bridge Lender ServicesLLC, as Operating Advisor of the 59 Maiden Lane Mortgage Loan (see Exhibit34.40)

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

34.47     KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 34.31)

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

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

34.50     Park Bridge LenderServices LLC, as Operating Advisor of the Waterford Lakes Town Center MortgageLoan (see Exhibit 34.40)

34.51     Wells Fargo Bank,National Association, as Primary Servicer of the Newport Corporate CenterMortgage Loan

34.52     Situs Holdings, LLC, asSpecial Servicer of the Newport Corporate Center Mortgage Loan

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

34.54     Wells Fargo Bank, NationalAssociation, as Custodian of the Newport Corporate Center Mortgage Loan (seeExhibit 34.4)

34.55     Pentalpha SurveillanceLLC, as Operating Advisor of the Newport Corporate Center Mortgage Loan (seeExhibit 34.5)

34.56     CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the NewportCorporate Center Mortgage Loan

34.57     National Tax Search, LLC,as Servicing Function Participant of the Newport Corporate Center Mortgage Loan

34.58     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the WesternDigital R&D Campus Mortgage Loan (see Exhibit 34.1)

34.59     Rialto Capital Advisors,LLC, as Special Servicer of the Western Digital R&D Campus Mortgage Loan

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

34.61     Wells Fargo Bank, NationalAssociation, as Custodian of the Western Digital R&D Campus Mortgage Loan(see Exhibit 34.4)

34.62     Pentalpha SurveillanceLLC, as Operating Advisor of the Western Digital R&D Campus Mortgage Loan(see Exhibit 34.5)

34.63     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the GreenHills Corporate Center Mortgage Loan (see Exhibit 34.1)

34.64     Rialto Capital Advisors,LLC, as Special Servicer of the Green Hills Corporate Center Mortgage Loan (seeExhibit 34.59)

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

34.66     Wells Fargo Bank, NationalAssociation, as Custodian of the Green Hills Corporate Center Mortgage Loan(see Exhibit 34.4)

34.67     Pentalpha SurveillanceLLC, as Operating Advisor of the Green Hills Corporate Center Mortgage Loan(see Exhibit 34.5)

35          Servicer compliance statements.

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

35.2       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer (see Exhibit35.1)

35.3       Wells Fargo Bank, NationalAssociation, as Certificate Administrator

35.4       Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 35.1)

35.5       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of theWaterfront Plaza Mortgage Loan (see Exhibit 35.1)

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

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

35.8       Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the DiamondbackIndustrial Portfolio 1 Mortgage Loan (see Exhibit 35.1)

35.9       Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of theDiamondback Industrial Portfolio 1 Mortgage Loan (see Exhibit 35.1)

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

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

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

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

35.14     KeyBank NationalAssociation, as Primary Servicer of the ARC Apartments Mortgage Loan

35.15     LNR Partners, LLC, as Special Servicer of the ARC Apartments Mortgage Loan(Omitted. See Explanatory Notes.)

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

35.17     KeyBank NationalAssociation, as Special Servicer of the Moffett Towers II Building V MortgageLoan (see Exhibit 35.14)

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

35.19     KeyBank NationalAssociation, as Special Servicer of the 59 Maiden Lane Mortgage Loan (seeExhibit 35.14)

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

35.21     KeyBank NationalAssociation, as Special Servicer of the Waterford Lakes Town Center MortgageLoan (see Exhibit 35.14)

35.22     Wells Fargo Bank,National Association, as Primary Servicer of the Newport Corporate CenterMortgage Loan

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

35.24     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the Western DigitalR&D Campus Mortgage Loan (see Exhibit 35.1)

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

35.26     Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the GreenHills Corporate Center Mortgage Loan (see Exhibit 35.1)

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

 

99.1       MortgageLoan Purchase Agreement, dated as of July 1, 2019, between GS MortgageSecurities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit99.1 to the registrant’s Current Report on Form 8-K filed on July 11, 2019under Commission File No. 333-226082-03 and incorporated by reference herein)

99.2       MortgageLoan Purchase Agreement, dated as of July 1, 2019, between GS MortgageSecurities Corporation II and Citi Real Estate Funding Inc. (filed as Exhibit99.2 to the registrant’s Current Report on Form 8-K filed on July 11, 2019under Commission File No. 333-226082-03 and incorporated by reference herein)

99.3       MortgageLoan Purchase Agreement, dated as of July 1, 2019, between GS MortgageSecurities Corporation II and German American Capital Corporation (filed asExhibit 99.3 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)

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

(c)   Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 19, 2020