**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: 333-226082-01**

**Central Index Key Number of the issuing entity:0001763207**

**GS Mortgage Securities Trust2019-GC38**

**(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)** | **38-4104391**

**38-4104392**

**38-7221258**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

Indicate by check mark whether the registrant 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 of suchcommon equity, as of the last business day of the registrant’s most recentlycompleted 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 365 Bond Mortgage Loan and the PaceGallery HQ Mortgage Loan, which constituted approximately 8.6% and 6.6%,respectively, of the asset pool of the issuing entity as of its cut-off date,are each an asset of the issuing entity and are each part of a loan combinationthat includes the 365 Bond Mortgage Loan or the Pace Gallery HQ Mortgage Loanwhich are assets of the issuing entity and one other *pari passu* loan,which is not an asset of the issuing entity. These loan combinations, includingthe 365 Bond Mortgage Loan and the Pace Gallery HQ Mortgage Loan, are beingserviced and administered pursuant to the Pooling and Servicing Agreement,which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Pier 70 Mortgage Loan, which constitutedapproximately 4.6% of the asset pool of the issuing entity as of its cut-offdate.  The Pier 70 Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes the Pier 70 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 theDBGS 2018-C1 Mortgage Trust transaction, Commission File Number 333-206705-16(the “DBGS 2018-C1 Transaction”). This loan combination, including thePier 70 Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the DBGS 2018-C1 Transaction, which isincorporated by reference as Exhibit 4.2 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 145 Clinton Mortgage Loan and the 5444 &5430 Westheimer Mortgage Loan, which constituted approximately 3.7% and 2.8%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The 145 Clinton Mortgage Loan and the 5444 & 5430 WestheimerMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes the 145 Clinton Mortgage Loan or the 5444 &5430 Westheimer 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 2018-B8 Mortgage Trusttransaction, Commission File Number 333-226123-01 (the “Benchmark 2018-B8Transaction”). These loan combinations, including the 145 Clinton MortgageLoan and the 5444 & 5430 Westheimer Mortgage Loan, are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2018-B8 Transaction, which is incorporated by reference as Exhibit 4.3 to thisAnnual Report on Form 10-K.

The Exhibit Index describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the 3 Park Avenue Mortgage Loan and the FairbridgeOffice Portfolio Mortgage Loan, which constituted approximately 4.5% and 2.0%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The 3 Park Avenue Mortgage Loan and the Fairbridge Office PortfolioMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the 3 Park Avenue MortgageLoan and three other *pari passu* loans, which are not assets of theissuing entity or (b) with respect to the Fairbridge Office Portfolio MortgageLoan and one other *pari passu* loan, which is not an asset of the issuingentity. A *pari passu* portion of each loan combination was securitized inthe Benchmark 2019-B9 Mortgage Trust transaction, Commission File Number333-207132-21 (the “Benchmark 2019-B9 Transaction”). These loancombinations, including the 3 Park Avenue Mortgage Loan and the FairbridgeOffice Portfolio Mortgage Loan, are being serviced and administered pursuant tothe pooling and servicing agreement for the Benchmark 2019-B9 Transaction,which is incorporated by reference as Exhibit 4.4 to this Annual Report on Form10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Albertsons Industrial - PA Mortgage Loan,which constituted approximately 2.0% of the asset pool of the issuing entity asof its cut-off date.  The Albertsons Industrial - PA Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theAlbertsons Industrial - PA Mortgage Loan and one other *pari passu* loan,which is not an asset of the issuing entity.This loan combination, includingthe Albertsons Industrial - PA Mortgage Loan, was serviced under the Poolingand Servicing Agreement for the issuing entity prior to the closing of thesecuritization of the other *pari passu* portion of the AlbertsonsIndustrial - PA loan combination in the GS Mortgage Securities Trust 2019-GC39transaction, Commission File Number 333-226082-02 (the “GSMS 2019-GC39Transaction”).  After the closing of the GSMS 2019-GC39 Transaction onMay 23, 2019, this loan combination, including the Albertsons Industrial - PAMortgage Loan was, and will continue to be, serviced and administered pursuantto the pooling and servicing agreement with respect to the GSMS 2019-GC39Transaction, which is incorporated by reference as Exhibit 4.5 to this AnnualReport 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.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loanand the Fairbridge Office Portfolio Mortgage Loan. As a result, Wells FargoBank, 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 Wells Fargo Bank, National Association in the capacities describedabove are listed in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement and thePier 70 Mortgage Loan, the 145 Clinton Mortgage Loan, the 5444 & 5430Westheimer Mortgage Loan and the Albertsons Industrial - PA MortgageLoan.  As a result, Wells Fargo Bank, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Wells Fargo Bank,National Association in the capacities described above are listed in theExhibit Index.

Midland Loan Services, a Divisionof PNC Bank, National Association is the special servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan andthe Albertsons Industrial - PA Mortgage Loan. As a result, Midland LoanServices, a Division of PNC Bank, National Association is a “servicer” asdefined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities describedabove, because it is servicing mortgage loans that constituted 10% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Midland Loan Services, aDivision of PNC Bank, National Association in the capacities described aboveare listed in the Exhibit Index.

Pentalpha Surveillance LLC is the operating advisor of themortgage loans serviced under the Pooling and Servicing Agreement, the 145Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan. As a result, Pentalpha Surveillance LLC 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 andaccountants’ attestation reports delivered by Pentalpha Surveillance LLC in thecapacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC is the operating advisor ofthe Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan, the AlbertsonsIndustrial - PA Mortgage Loan and the Fairbridge Office Portfolio MortgageLoan.  As a result, Park Bridge Lender Services LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Park Bridge LenderServices LLC in the capacities described above are listed in the Exhibit Index.

CWCapital Asset Management LLC isthe special servicer of the 5444 & 5430 Westheimer Mortgage Loan and the145 Clinton Mortgage Loan.  These mortgage loans constitute more than 5%,but less than 10%, of the pool assets of the issuing entity.  Therefore,the Depositor included in this Annual Report on Form 10-K an assessment ofcompliance with applicable servicing criteria for CWCapital Asset ManagementLLC and an accountants’ attestation report pursuant to Item 1122 of RegulationAB because CWCapital Asset Management LLC is servicing more than 5% of the poolassets.  However, the Depositor is not required to include in this AnnualReport on Form 10-K a servicer compliance statement pursuant to Item 1123 ofRegulation AB of CWCapital Asset Management LLC because CWCapital AssetManagement LLC is an unaffiliated servicer servicing less than 10% of poolassets.

LNR Partners, LLC is the specialservicer of the 3 Park Avenue Mortgage Loan and the Fairbridge Office PortfolioMortgage Loan.  These mortgage loans constitute more than 5%, but lessthan 10%, of the pool assets of the issuing entity.  Therefore, theDepositor included in this Annual Report on Form 10-K an assessment ofcompliance with applicable servicing criteria for LNR Partners, LLC and anaccountants’ attestation report pursuant to Item 1122 of Regulation AB becauseLNR Partners, LLC is servicing more than 5% of the pool assets.  However,the Depositor is not required to include in this Annual Report on Form 10-K aservicer compliance statement pursuant to Item 1123 of Regulation AB of LNRPartners, LLC because LNR Partners, LLC is an unaffiliated servicer servicingless than 10% of pool assets.

Citibank, N.A. is the custodian of the 3 Park Avenue MortgageLoan and the Fairbridge Office Portfolio Mortgage Loan.  As a result,Citibank, N.A. is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Citibank, N.A. in the capacities described above arelisted in the Exhibit Index, and exclude the servicing criteria set forth inItems 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB, relating to themaintenance of collateral or security on pool assets as required by the poolingand servicing agreement for the Benchmark 2019-B9 Transaction and the safeguardingof pool assets and related documents as required by the pooling and servicingagreement for the Benchmark 2019-B9 Transaction, which servicing criteria havebeen assessed by U.S. Bank National Association, as a servicing functionparticipant, as described below in these Explanatory Notes.

This Annual Report on Form 10-K includes an assessment ofcompliance with applicable servicing criteria and an accountant’s attestationreport from U.S. Bank, National Association. This entity was engaged byCitibank, N.A., as custodian of the 3 Park Avenue Mortgage Loan and theFairbridge Office Portfolio Mortgage Loan to perform certain custodialservices. These custodial services are servicing functions included within theservicing criteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) ofRegulation AB. Therefore, under the principles-based definition of “servicer”set forth in Item 1101(j) or Regulation AB that looks to the functions that anentity performs, this vendor is a “servicer” for the purposes of Item 1122 ofRegulation AB. See Compliance and Disclosure Interpretations, Section 301.01(Item 1101(j)).

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement, the Pier 70 Mortgage Loan, the 3 Park Avenue MortgageLoan and the Fairbridge Office Portfolio Mortgage Loan.  Pursuant to thePooling and Servicing Agreement, the pooling and servicing agreement for theDBGS 2018-C1 Transaction and the pooling and servicing agreement for the Benchmark2019-B9 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the Pier70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge OfficePortfolio Mortgage Loan have delivered one or more assessments of compliancewith respect to Item 1122(d)(2)(iii) of Regulation AB.

Wells Fargo Bank, NationalAssociation acts as trustee of the 145 Clinton Mortgage Loan, the 5444 &5430 Westheimer Mortgage Loan and the Albertsons Industrial - PA MortgageLoan.  Pursuant to the pooling and servicing agreement for the Benchmark2018-B8 Transaction and the pooling and servicing agreement for the GSMS2019-GC39 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the 145Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan and theAlbertsons Industrial - PA Mortgage Loan have delivered one or more assessmentsof compliance 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 master servicer under the Pooling and Servicing Agreement and theprimary servicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loanand the Fairbridge Office Portfolio Mortgage Loan to remit tax payments receivedfrom the escrow accounts of borrowers to local taxing authorities, to reporttax amounts due, to verify tax parcel information, and to verify non-escrow taxpayments. These servicing functions are included within the servicing criteriaset forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth inItem 1101(j) of Regulation AB that looks to the functions that an entityperforms, these vendors are “servicers” for the purposes of Item 1122 ofRegulation AB.  *See* Compliance and Disclosure Interpretations,Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Pier 70 Mortgage Loan, the 145 Clinton Mortgage Loan, the5444 & 5430 Westheimer Mortgage Loan, the Albertsons Industrial - PAMortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge OfficePortfolio Mortgage Loan listed on the Exhibit Index are omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Albertsons Industrial - PA Mortgage Loan,the Pier 70 Mortgage Loan, the 145 Clinton Mortgage Loan, the 5444 & 5430Westheimer Mortgage Loan, 3 Park Avenue Mortgage Loan and the Fairbridge OfficePortfolio Mortgage Loan (i) the reports on assessment of compliance with servicingcriteria and attestation reports on assessment of compliance with servicingcriteria of KeyBank National Association as special servicer of the AlbertsonsIndustrial - PA Mortgage Loan and Rialto Capital Advisors, LLC as specialservicer of the Pier 70 Mortgage Loan, listed on the Exhibit Index are omittedfrom this Annual Report on Form 10-K as they are not required to be included onthis Annual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation ABbecause they are parties performing activities that address servicing criteriarelating to 5% or less of the assets of the issuing entity; and (ii) theservicer compliance statements of KeyBank National Association as specialservicer of the Albertsons Industrial - PA Mortgage Loan, Rialto CapitalAdvisors, LLC as special servicer of the Pier 70 Mortgage Loan, CWCapital AssetManagement LLC as special servicer of the 145 Clinton Mortgage Loan and the5444 & 5430 Westheimer Mortgage Loan and LNR Partners, LLC as specialservicer of the 3 Park Avenue Mortgage Loan and the Fairbridge Office PortfolioMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because they are each 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.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

Beginning on June 18, 2014, a group of institutionalinvestors filed civil complaints in the Supreme Court of the State of New York,New York County, and later the U.S. District Court for the Southern District ofNew York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in 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, to resolvesuch claims on a classwide basis for the 271 RMBS trusts at issue.  On May6, 2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed bycertain other institutional investors concerning several RMBS trusts in NewYork federal and state court are not covered by the agreement.  Withrespect to such litigations, Wells Fargo Bank believes plaintiffs' claims arewithout merit and intends to contest the claims vigorously, but there can be noassurances as to the outcome of the litigations or the possible impact of thelitigations on Wells Fargo Bank or the RMBS trusts. 

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on February 27, 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 Pier 70 Mortgage Loan, which isbeing serviced and administered pursuant to the pooling and servicing agreementfor the DBGS 2018-C1 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Schedule II to the pooling and servicingagreement for the DBGS 2018-C1 Transaction incorporated by reference as Exhibit4.2 to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the DBGS 2018-C1 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 145 Clinton Mortgage Loan and the5444 & 5430 Westheimer Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2018-B8 Transaction, are attached hereto under Item 15 to this Annual Report onForm 10-K. Attached as Exhibit AA to the pooling and servicing agreement forthe Benchmark 2018-B8 Transaction incorporated by reference as Exhibit 4.3 tothis Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the Benchmark 2018-B8 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 3 Park Avenue Mortgage Loan andthe Fairbridge Office Portfolio Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2019-B9 Transaction, are attached hereto under Item 15 to this Annual Report onForm 10-K. Attached as Exhibit O to the pooling and servicing agreement for theBenchmark 2019-B9 Transaction incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the Benchmark 2019-B9 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 Albertsons Industrial - PAMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the GSMS 2019-GC39 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-GC39 Transaction incorporatedby reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifyingthe entities participating in a servicing function for the GSMS 2019-GC39Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

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

Material Instance of Noncompliance

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

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

Steps Taken to Remedy the Material Instance of Noncompliance

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

Midland is currently remediating theSchedule AL reporting for certain of the CMBS transactions found to beincorrect.

**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 February 1, 2019, by and among GS MortgageSecurities Corporation II, as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.2          Poolingand Servicing Agreement, dated as of October 1, 2018, by and among DeutscheMortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,National Association, as Master Servicer, Rialto Capital Advisors, LLC, asSpecial Servicer, Wilmington Trust, National Association, as Trustee, WellsFargo Bank, National Association, as Certificate Administrator, Paying Agentand Custodian, and Park Bridge Lender Services LLC, as Operating Advisor andAsset Representations Reviewer (filed as Exhibit 4.2 to the registrant’sCurrent Report on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.3          Poolingand Servicing Agreement, dated as of December 1, 2018, by and among J.P. MorganChase Commercial Mortgage Securities Corp., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Wells Fargo Bank, National Association,as Trustee, 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 February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.4          Poolingand Servicing Agreement, dated as of February 1, 2019, by and among CitigroupCommercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, LNR Partners, LLC, as Special Servicer,Citibank, N.A., as Certificate Administrator and Custodian, Park Bridge LenderServices LLC, as Operating Advisor and Asset Representations Reviewer, andWilmington Trust, National Association, as Trustee (filed as Exhibit 4.3 to theregistrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.5          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 Asset Representations Reviewer (filed as Exhibit 4.1to the registrant’s Current Report on Form 8-K filed on July 31, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.6          Co-LenderAgreement, dated as of February 27, 2019, by and between Goldman Sachs BankUSA, as Initial Note A-1 Holder, and Goldman Sachs Bank USA, as Initial NoteA-2 Holder (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on February 27, 2019 under Commission File No. 333-226082-01 andincorporated by reference herein).

4.7          Co-LenderAgreement, dated as of February 27, 2019, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., asInitial Note A-2 Holder (filed as Exhibit 4.6 to the registrant’s CurrentReport on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.8          Co-LenderAgreement, dated as of October 30, 2018, by and between Goldman Sachs MortgageCompany, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, asInitial Note A-2 Holder (filed as Exhibit 4.7 to the registrant’s CurrentReport on Form 8-K filed on July 31, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.9          AgreementBetween Note Holders, dated as of February 8, 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, Citi Real Estate Funding Inc., as Initial Note A-3Holder, and Citi Real Estate Funding Inc., as Initial Note A-4 Holder (filed asExhibit 4.8 to the registrant’s Current Report on Form 8-K filed on February27, 2019 under Commission File No. 333-226082-01 and incorporated by referenceherein).

4.10        Co-LenderAgreement, dated as of December 27, 2018, by and between Goldman Sachs MortgageCompany, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, asInitial Note A-2 Holder (filed as Exhibit 4.9 to the registrant’s CurrentReport on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

4.11        Co-LenderAgreement, dated as of December 27, 2018, by and between Goldman Sachs MortgageCompany, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, asInitial Note A-2 Holder (filed as Exhibit 4.10 to the registrant’s CurrentReport on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

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

4.13        Co-LenderAgreement, dated as of January 28, 2019, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., asInitial Note A-2 Holder (filed as Exhibit 4.12 to the registrant’s CurrentReport on Form 8-K filed on February 27, 2019 under Commission File No.333-226082-01 and incorporated by reference herein).

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

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

33.1        Wells Fargo Bank, NationalAssociation, as Master Servicer

33.2        Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer

33.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.4        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

33.5        Wells Fargo Bank, NationalAssociation, as Custodian

33.6        Pentalpha SurveillanceLLC, as Operating Advisor

33.7        CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant

33.8        National Tax Search, LLC,as Servicing Function Participant

33.9        Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 365 Bond Mortgage Loan (see Exhibit33.1)

33.10      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 33.2)

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

33.12      Wells Fargo Bank, NationalAssociation, as Custodian of the 365 Bond Mortgage Loan (see Exhibit 33.5)

33.13      Pentalpha SurveillanceLLC, as Operating Advisor of the 365 Bond Mortgage Loan (see Exhibit 33.6)

33.14      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 365 BondMortgage Loan (see Exhibit 33.7)

33.15      National Tax Search, LLC,as Servicing Function Participant of the 365 Bond Mortgage Loan (see Exhibit33.8)

33.16      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pace Gallery HQ Mortgage Loan (seeExhibit 33.1)

33.17      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the PaceGallery HQ Mortgage Loan (see Exhibit 33.2)

33.18      Wilmington Trust, National Association, as Trustee of the Pace Gallery HQMortgage Loan (Omitted. See Explanatory Notes.)

33.19      Wells Fargo Bank, NationalAssociation, as Custodian of the Pace Gallery HQ Mortgage Loan (see Exhibit33.5)

33.20      Pentalpha SurveillanceLLC, as Operating Advisor of the Pace Gallery HQ Mortgage Loan (see Exhibit33.6)

33.21      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Pace Gallery HQMortgage Loan (see Exhibit 33.7)

33.22      National Tax Search, LLC,as Servicing Function Participant of the Pace Gallery HQ Mortgage Loan (seeExhibit 33.8)

33.23      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pier 70 Mortgage Loan (see Exhibit33.1)

33.24      Rialto Capital Advisors, LLC, as Special Servicer of the Pier 70 Mortgage Loan(Omitted. See Explanatory Notes.)

33.25      Wilmington Trust, National Association, as Trustee of the Pier 70 Mortgage Loan(Omitted. See Explanatory Notes.)

33.26      Wells Fargo Bank, NationalAssociation, as Custodian of the Pier 70 Mortgage Loan (see Exhibit 33.5)

33.27      Park Bridge LenderServices LLC, as Operating Advisor of the Pier 70 Mortgage Loan

33.28      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Pier 70Mortgage Loan (see Exhibit 33.7)

33.29      National Tax Search, LLC,as Servicing Function Participant of the Pier 70 Mortgage Loan (see Exhibit33.8)

33.30      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 145Clinton Mortgage Loan (see Exhibit 33.2)

33.31      CWCapital AssetManagement LLC, as Special Servicer of the 145 Clinton Mortgage Loan

33.32      Wells Fargo Bank, National Association, as Trustee of the 145 Clinton MortgageLoan (Omitted. See Explanatory Notes.)

33.33      Wells Fargo Bank, NationalAssociation, as Custodian of the 145 Clinton Mortgage Loan (see Exhibit 33.5)

33.34      Pentalpha SurveillanceLLC, as Operating Advisor of the 145 Clinton Mortgage Loan (see Exhibit 33.6)

33.35      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 5444& 5430 Westheimer Mortgage Loan (see Exhibit 33.2)

33.36      CWCapital AssetManagement LLC, as Special Servicer of the 5444 & 5430 Westheimer MortgageLoan (see Exhibit 33.31)

33.37      Wells Fargo Bank, National Association, as Trustee of the 5444 & 5430Westheimer Mortgage Loan (Omitted. See Explanatory Notes.)

33.38      Wells Fargo Bank, NationalAssociation, as Custodian of the 5444 & 5430 Westheimer Mortgage Loan (seeExhibit 33.5)

33.39      Pentalpha SurveillanceLLC, as Operating Advisor of the 5444 & 5430 Westheimer Mortgage Loan (seeExhibit 33.6)

33.40      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 3 Park Avenue Mortgage Loan (seeExhibit 33.1)

33.41      LNR Partners, LLC, asSpecial Servicer of the 3 Park Avenue Mortgage Loan

33.42      Wilmington Trust, National Association, as Trustee of the 3 Park AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.43      Citibank, N.A., asCustodian of the 3 Park Avenue Mortgage Loan

33.44      Park Bridge LenderServices LLC, as Operating Advisor of the 3 Park Avenue Mortgage Loan (seeExhibit 33.27)

33.45      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 3 Park AvenueMortgage Loan (see Exhibit 33.7)

33.46      National Tax Search, LLC,as Servicing Function Participant of the 3 Park Avenue Mortgage Loan (seeExhibit 33.8)

33.47      U.S. Bank NationalAssociation, as Servicing Function Participant of the 3 Park Avenue MortgageLoan

33.48      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 33.1)

33.49      LNR Partners, LLC, asSpecial Servicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit33.41)

33.50      Wilmington Trust, National Association, as Trustee of the Fairbridge OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.51      Citibank, N.A., asCustodian of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 33.43)

33.52      Park Bridge LenderServices LLC, as Operating Advisor of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 33.27)

33.53      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the FairbridgeOffice Portfolio Mortgage Loan (see Exhibit 33.7)

33.54      National Tax Search, LLC,as Servicing Function Participant of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 33.8)

33.55      U.S. Bank NationalAssociation, as Servicing Function Participant of the Fairbridge OfficePortfolio Mortgage Loan (see Exhibit 33.47)

33.56      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theAlbertsons Industrial - PA Mortgage Loan (see Exhibit 33.2)

33.57      KeyBank National Association, as Special Servicer of the Albertsons Industrial- PA Mortgage Loan (Omitted. See Explanatory Notes.)

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

33.59      Wells Fargo Bank, NationalAssociation, as Custodian of the Albertsons Industrial - PA Mortgage Loan (seeExhibit 33.5)

33.60      Park Bridge LenderServices LLC, as Operating Advisor of the Albertsons Industrial - PA MortgageLoan (see Exhibit 33.27)

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

34.1        Wells Fargo Bank, NationalAssociation, as Master Servicer

34.2        Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer

34.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

34.4        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

34.5        Wells Fargo Bank, NationalAssociation, as Custodian

34.6        Pentalpha SurveillanceLLC, as Operating Advisor

34.7        CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant

34.8        National Tax Search, LLC,as Servicing Function Participant

34.9        Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 365 Bond Mortgage Loan (see Exhibit34.1)

34.10      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 34.2)

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

34.12      Wells Fargo Bank, NationalAssociation, as Custodian of the 365 Bond Mortgage Loan (see Exhibit 34.5)

34.13      Pentalpha SurveillanceLLC, as Operating Advisor of the 365 Bond Mortgage Loan (see Exhibit 34.6)

34.14      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 365 BondMortgage Loan (see Exhibit 34.7)

34.15      National Tax Search, LLC, asServicing Function Participant of the 365 Bond Mortgage Loan (see Exhibit 34.8)

34.16      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pace Gallery HQ Mortgage Loan (seeExhibit 34.1)

34.17      Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the PaceGallery HQ Mortgage Loan (see Exhibit 34.2)

34.18      Wilmington Trust, National Association, as Trustee of the Pace Gallery HQMortgage Loan (Omitted. See Explanatory Notes.)

34.19      Wells Fargo Bank, NationalAssociation, as Custodian of the Pace Gallery HQ Mortgage Loan (see Exhibit34.5)

34.20      Pentalpha SurveillanceLLC, as Operating Advisor of the Pace Gallery HQ Mortgage Loan (see Exhibit34.6)

34.21      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Pace Gallery HQMortgage Loan (see Exhibit 34.7)

34.22      National Tax Search, LLC,as Servicing Function Participant of the Pace Gallery HQ Mortgage Loan (seeExhibit 34.8)

34.23      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pier 70 Mortgage Loan (see Exhibit34.1)

34.24      Rialto Capital Advisors, LLC, as Special Servicer of the Pier 70 Mortgage Loan(Omitted. See Explanatory Notes.)

34.25      Wilmington Trust, National Association, as Trustee of the Pier 70 Mortgage Loan(Omitted. See Explanatory Notes.)

34.26      Wells Fargo Bank, NationalAssociation, as Custodian of the Pier 70 Mortgage Loan (see Exhibit 34.5)

34.27      Park Bridge LenderServices LLC, as Operating Advisor of the Pier 70 Mortgage Loan

34.28      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the Pier 70Mortgage Loan (see Exhibit 34.7)

34.29      National Tax Search, LLC,as Servicing Function Participant of the Pier 70 Mortgage Loan (see Exhibit34.8)

34.30      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 145Clinton Mortgage Loan (see Exhibit 34.2)

34.31      CWCapital AssetManagement LLC, as Special Servicer of the 145 Clinton Mortgage Loan

34.32      Wells Fargo Bank, National Association, as Trustee of the 145 Clinton MortgageLoan (Omitted. See Explanatory Notes.)

34.33      Wells Fargo Bank, NationalAssociation, as Custodian of the 145 Clinton Mortgage Loan (see Exhibit 34.5)

34.34      Pentalpha SurveillanceLLC, as Operating Advisor of the 145 Clinton Mortgage Loan (see Exhibit 34.6)

34.35      Midland Loan Services, a Divisionof PNC Bank, National Association, as Primary Servicer of the 5444 & 5430Westheimer Mortgage Loan (see Exhibit 34.2)

34.36      CWCapital AssetManagement LLC, as Special Servicer of the 5444 & 5430 Westheimer MortgageLoan (see Exhibit 34.31)

34.37      Wells Fargo Bank, National Association, as Trustee of the 5444 & 5430Westheimer Mortgage Loan (Omitted. See Explanatory Notes.)

34.38      Wells Fargo Bank, NationalAssociation, as Custodian of the 5444 & 5430 Westheimer Mortgage Loan (seeExhibit 34.5)

34.39      Pentalpha SurveillanceLLC, as Operating Advisor of the 5444 & 5430 Westheimer Mortgage Loan (seeExhibit 34.6)

34.40      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 3 Park Avenue Mortgage Loan (seeExhibit 34.1)

34.41      LNR Partners, LLC, asSpecial Servicer of the 3 Park Avenue Mortgage Loan

34.42      Wilmington Trust, National Association, as Trustee of the 3 Park AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.43      Citibank, N.A., asCustodian of the 3 Park Avenue Mortgage Loan

34.44      Park Bridge LenderServices LLC, as Operating Advisor of the 3 Park Avenue Mortgage Loan (seeExhibit 34.27)

34.45      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the 3 Park AvenueMortgage Loan (see Exhibit 34.7)

34.46      National Tax Search, LLC,as Servicing Function Participant of the 3 Park Avenue Mortgage Loan (seeExhibit 34.8)

34.47      U.S. Bank NationalAssociation, as Servicing Function Participant of the 3 Park Avenue MortgageLoan

34.48      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 34.1)

34.49      LNR Partners, LLC, asSpecial Servicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit34.41)

34.50      Wilmington Trust, National Association, as Trustee of the Fairbridge OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.51      Citibank, N.A., asCustodian of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 34.43)

34.52      Park Bridge LenderServices LLC, as Operating Advisor of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 34.27)

34.53      CoreLogic Commercial RealEstate Services, Inc., as Servicing Function Participant of the FairbridgeOffice Portfolio Mortgage Loan (see Exhibit 34.7)

34.54      National Tax Search, LLC,as Servicing Function Participant of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 34.8)

34.55      U.S. Bank NationalAssociation, as Servicing Function Participant of the Fairbridge OfficePortfolio Mortgage Loan (see Exhibit 34.47)

34.56      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theAlbertsons Industrial - PA Mortgage Loan (see Exhibit 34.2)

34.57      KeyBank National Association, as Special Servicer of the Albertsons Industrial- PA Mortgage Loan (Omitted. See Explanatory Notes.)

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

34.59      Wells Fargo Bank, NationalAssociation, as Custodian of the Albertsons Industrial - PA Mortgage Loan (seeExhibit 34.5)

34.60      Park Bridge LenderServices LLC, as Operating Advisor of the Albertsons Industrial - PA MortgageLoan (see Exhibit 34.27)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, NationalAssociation, as Master Servicer

35.2        Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer

35.3        Wells Fargo Bank, NationalAssociation, as Certificate Administrator

35.4        Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 365 Bond Mortgage Loan (see Exhibit35.1)

35.5        Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the 365 BondMortgage Loan (see Exhibit 35.2)

35.6        Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pace Gallery HQ Mortgage Loan (seeExhibit 35.1)

35.7        Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer of the PaceGallery HQ Mortgage Loan (see Exhibit 35.2)

35.8        Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Pier 70 Mortgage Loan (see Exhibit35.1)

35.9        Rialto Capital Advisors, LLC, as Special Servicer of the Pier 70 Mortgage Loan(Omitted. See Explanatory Notes.)

35.10      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 145Clinton Mortgage Loan (see Exhibit 35.2)

35.11      CWCapital Asset Management LLC, as Special Servicer of the 145 Clinton MortgageLoan (Omitted. See Explanatory Notes.)

35.12      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of the 5444& 5430 Westheimer Mortgage Loan (see Exhibit 35.2)

35.13      CWCapital Asset Management LLC, as Special Servicer of the 5444 & 5430Westheimer Mortgage Loan (Omitted. See Explanatory Notes.)

35.14      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the 3 Park Avenue Mortgage Loan (seeExhibit 35.1)

35.15      LNR Partners, LLC, as Special Servicer of the 3 Park Avenue Mortgage Loan (Omitted.See Explanatory Notes.)

35.16      Wells Fargo Bank, NationalAssociation, as Primary Servicer of the Fairbridge Office Portfolio MortgageLoan (see Exhibit 35.1)

35.17      LNR Partners, LLC, as Special Servicer of the Fairbridge Office PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

35.18      Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer of theAlbertsons Industrial - PA Mortgage Loan (see Exhibit 35.2)

35.19      KeyBank National Association, as Special Servicer of the Albertsons Industrial- PA Mortgage Loan (Omitted. See Explanatory Notes.)

99.1        MortgageLoan Purchase Agreement, dated as of February 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 February 27, 2019under Commission File No. 333-226082-01 and incorporated by reference herein)

99.2        MortgageLoan Purchase Agreement, dated as of February 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 February 27, 2019under Commission File No. 333-226082-01 and incorporated by reference herein)

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

(c)    Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 17, 2020