**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-01**

**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 Computershare Trust Company, National Association, as agent for**

**Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 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 MortgageLoan and one other *pari passu* loan, which is not an asset of the issuingentity. These loan combinations, including the 365 Bond Mortgage Loan and thePace Gallery HQ Mortgage Loan, are being serviced and administered pursuant tothe Pooling and Servicing Agreement, which is incorporated by reference asExhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 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-off date. The 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loanare each an asset of the issuing entity and are each part of a loan combinationthat includes the 145 Clinton Mortgage Loan or the 5444 & 5430 WestheimerMortgage Loan and one other *pari passu* loan, each of which is not anasset of the issuing entity. The other *pari passu* portion of each loancombination 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 describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) 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, three other *pari passu* loans, which are not assets of the issuingentity or (b) with respect to the Fairbridge Office Portfolio Mortgage Loan,one other *pari passu* loan, which is not an asset of the issuing entity.A *pari passu* portion of each loan combination was securitized in theBenchmark 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, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Pier 70 Mortgage Loan, the 145 Clinton MortgageLoan, the 5444 & 5430 Westheimer Mortgage Loan and the AlbertsonsIndustrial - PA Mortgage Loan.  As a result, Wells Fargo Bank, NationalAssociation is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Wells Fargo Bank, National Association in the capacitiesdescribed above are listed in the Exhibit Index.

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, a Divisionof PNC Bank, National Association in the capacities described above are listedin the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the 145 Clinton Mortgage Loan and the 5444 & 5430Westheimer Mortgage Loan.  As a result, Pentalpha Surveillance LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of the issuingentity as of its cut-off date. The assessments of compliance with applicableservicing criteria and accountants’ attestation reports delivered by PentalphaSurveillance LLC in the capacities described above are listed in the ExhibitIndex.

Park Bridge Lender Services LLC isthe operating advisor of the Pier 70 Mortgage Loan, the 3 Park Avenue MortgageLoan, the Albertsons Industrial - PA Mortgage Loan and the Fairbridge OfficePortfolio Mortgage Loan.  As a result, Park Bridge Lender Services LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPark Bridge Lender Services LLC in the capacities described above are listed inthe 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 Fairbridge Office Portfolio Mortgage Loan and the 3 Park AvenueMortgage Loan.  These mortgage loans constitute more than 5%, but lessthan 10%, of the pool assets of the issuing entity.  Therefore, the Depositorincluded in this Annual Report on Form 10-K an assessment of compliance withapplicable servicing criteria for LNR Partners, LLC and an accountants’attestation report pursuant to Item 1122 of Regulation AB because LNR Partners,LLC is servicing more than 5% of the pool assets.  However, the Depositoris not required to include in this Annual Report on Form 10-K a servicercompliance statement pursuant to Item 1123 of Regulation AB of LNR Partners,LLC because LNR Partners, LLC is an unaffiliated servicer servicing less than10% of pool assets.

Citibank, N.A. is the custodian ofthe 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio MortgageLoan.  As a result, Citibank, N.A. 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 Citibank, N.A. in the capacitiesdescribed above are listed in the Exhibit Index, and exclude the servicingcriteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB,relating to the maintenance of collateral or security on pool assets as requiredby the pooling and servicing agreement for the Benchmark 2019-B9 Transactionand the safeguarding of pool assets and related documents as required by thepooling and servicing agreement for the Benchmark 2019-B9 Transaction whichservicing criteria have been assessed by U.S. Bank National Association, as aservicing function participant, as described below in these Explanatory Notes.

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 withapplicable servicing criteria of the trustee. One or more other servicers ofthe 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan andthe Albertsons Industrial - PA Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the 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 theBenchmark 2019-B9 Transaction, the trustee is required to provide an assessmentof compliance 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 the assessmentof compliance with applicable servicing criteria and accountant’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the mortgageloans serviced under the Pooling and Servicing Agreement, the Pier 70 MortgageLoan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office PortfolioMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria and anaccountant’s attestation report from U.S. Bank National Association. This entitywas engaged by Citibank, N.A., as custodian of the 3 Park Avenue Mortgage Loanand the Fairbridge 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)).

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the Pier 70 Mortgage Loan, the 3 ParkAvenue Mortgage Loan and the Fairbridge Office Portfolio 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 included withinthe servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  Therefore, under the principles-based definition of“servicer” set forth in Item 1101(j) of Regulation AB that looks to thefunctions that an entity performs, this vendor is a “servicer” for the purposesof Item 1122 of Regulation AB.  *See* Compliance and DisclosureInterpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance 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 are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Pier 70 Mortgage Loan, the 145 ClintonMortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan, the 3 Park AvenueMortgage Loan, the Fairbridge Office Portfolio Mortgage Loan and the AlbertsonsIndustrial - PA Mortgage Loan, (i) the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance withservicing criteria of Rialto Capital Advisors, LLC as special servicer of thePier 70 Mortgage Loan and KeyBank National Association as special servicer ofthe Albertsons Industrial - PA Mortgage Loan, listed on the Exhibit Index areomitted from this Annual Report on Form 10-K as they are not required to beincluded on this Annual Report on Form 10-K per Instruction 3 to Item 1122 ofRegulation AB because they are parties performing activities that addressservicing criteria relating to 5% or less of the assets of the issuing entity;and (ii) the servicer compliance statements of Rialto Capital Advisors, LLC asspecial servicer of the Pier 70 Mortgage Loan, CWCapital Asset Management LLCas special servicer of the 145 Clinton Mortgage Loan and the 5444 & 5430Westheimer Mortgage Loan, LNR Partners, LLC as special servicer of the 3 ParkAvenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan andKeyBank National Association as special servicer of the Albertsons Industrial -PA Mortgage Loan, listed on the Exhibit Index are omitted from this AnnualReport on Form 10-K as they are not required by Item 1123 of Regulation AB tobe included 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.**

[Reserved].

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork and by IKB International and IKB Deutsche Industriebank in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events of default,and abide by appropriate standards of care following alleged events of default.In July 2022, the district court dismissed Phoenix Light’s claims and certainof the claims asserted by Commerzbank AG, and subsequently entered judgment ineach case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. The Company previously settled twoclass actions filed by institutional investors and an action filed by theNational Credit Union Administration with similar allegations. In addition,Park Royal I LLC and Park Royal II LLC have filed substantially similarlawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and other legalproceedings as part of its duties as a special servicer (e.g., enforcement ofloan obligations) and/or arising in the ordinary course of business. Other thanas set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is thesubject, that are material to the certificateholders. 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  On February24, 2016, CWCAM made a limited appearance with the State Court to file a motionto dismiss this proceeding based on lack of jurisdiction, mootness, standingand forum non conveniens.  On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss.  On July 22, 2016, the action was removed tofederal court in Minnesota (“Federal Court”).  On October 21, 2016, theFederal Court held a hearing on the motion to transfer the action to the UnitedStates District Court for the Southern District of New York (“SDNY Court”), amotion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed inDecember, 2018 and expert discovery was completed on March 15, 2019.  Theparties submitted cross motions for summary judgment, and on March 19, 2020,the SDNY Court entered an opinion and order in which it granted summaryjudgment in CWCAM’s favor and held that CWCAM was entitled to the entire amountof penalty interest and that CWCAM’s determination of Yield Maintenance wascorrect.  In the 127-page opinion, the SDNY Court found for CWCAM on everyissue presented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original  Complaintalleged breaches of a contract and fiduciary duties by CWCAM’s affiliate,CWCapital Investments LLC in its capacity as collateral manager for thecollateralized debt obligation transaction involving CWCapital Cobalt Vr, Ltd.In total, there are 14 counts pled in the Original Complaint. Of those 14, 5claims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment. On May 23, 2018, the Original Complaintwas dismissed for lack of subject matter jurisdiction.   On June 28,2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in theSupreme Court of the State of New York, County of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the“New Complaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total there are 16 counts pled in the NewComplaint. Of those 16 counts, 5 claims were asserted against CWCAM for aidingand abetting breach of fiduciary duty, conversion and unjust enrichment, 1count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal thedismissal of the claims against CWCAM.  Both requests for leave weredenied by the First Department.  On May 15, 2020, CWCI and CWCAM filed amotion to renew its motion to dismiss as to 4 of the remaining counts(including the remaining two counts against CWCAM for aiding and abettingbreach of fiduciary duty and unjust enrichment), based on a decision entered byJudge Failla in a trust instruction proceeding  in the US District Courtfor the Southern District of New York awarding summary judgment in favor ofCWCAM.  On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022.  On November 15, 2022, the FirstDepartment affirmed the court’s denial of the motion to renew.  On October1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (oralternatively, the motion to dismiss) with respect to certain of Cobalt’sclaims, including the remaining 2 claims against CWCAM, based on the FirstDepartment’s April 27, 2021 decision.  On March 24, 2022, the court deniedthe relief sought in the motion to reargue.  CWCI and CWCAM have appealedthe court’s decision on the motion to reargue and filed their opening brief onJuly 11, 2022.  The appeal was dismissed as being non-appealable on August30, 2022.  CWCAM believes that it has performed its obligations under therelated pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.

**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 andservicing agreement for the DBGS 2018-C1 Transaction incorporated by referenceas Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating 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 chartidentifying the entities participating in a servicing function for the GSMS2019-GC39 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The report on assessment of compliance for the twelve monthsended December 31, 2022, furnished pursuant to Item 1122 of Regulation AB byKeyBank National Association (“KeyBank”), as servicer, discloses that thefollowing material instance of noncompliance occurred with respect to itsplatform:

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

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

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

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

**PART IV**

**Item 15. Exhibit and Financial Statement Schedules.**

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of February 1,2019, by and among GS Mortgage Securities Corporation II, as Depositor, WellsFargo Bank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and Asset Representations Reviewer (filed as Exhibit 4.1 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).

4.2          Pooling and Servicing Agreement, dated as of October 1,2018, by and among Deutsche Mortgage & Asset Receiving Corporation, asDepositor, Wells Fargo Bank, National Association, as Master Servicer, RialtoCapital Advisors, LLC, as Special Servicer, Wilmington Trust, NationalAssociation, as Trustee, Wells Fargo Bank, National Association, as CertificateAdministrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC,as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.2to the registrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of December 1,2018, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, WellsFargo Bank, National Association, as Certificate Administrator, Wells FargoBank, National Association, as Trustee, and Pentalpha Surveillance LLC, asOperating Advisor and Asset Representations Reviewer (filed as Exhibit 4.4 tothe registrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of February 1,2019, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,as Special Servicer, Citibank, N.A., as Certificate Administrator andCustodian, Park Bridge Lender Services LLC, as Operating Advisor and AssetRepresentations Reviewer, and Wilmington Trust, National Association, asTrustee (filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-K filedon February 27, 2019 under Commission File No. 333-226082-01 and incorporatedby reference herein).

4.5          Pooling and Servicing Agreement, dated as of May 1, 2019,by and among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,KeyBank National Association, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and as Trustee, and Park BridgeLender Services LLC, as Operating Advisor and Asset Representations Reviewer(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed onJuly 31, 2019 under Commission File No. 333-226082-01 and incorporated byreference herein).

4.6          Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Bank USA, as Initial Note A-1 Holder, and GoldmanSachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.5 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).

4.7          Co-Lender Agreement, dated as of February 27, 2019, byand between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.6 tothe registrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.8          Co-Lender Agreement, dated as of October 30, 2018, by andbetween Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and GoldmanSachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit 4.7 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).

4.9          Agreement Between Note Holders, dated as of February 8,2019, by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder,Citi Real Estate Funding Inc., as Initial Note A-2 Holder, Citi Real EstateFunding Inc., as Initial Note A-3 Holder, and Citi Real Estate Funding Inc., asInitial Note A-4 Holder (filed as Exhibit 4.8 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).

4.10         Co-Lender Agreement, dated as of December 27, 2018, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.9 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission File No. 333-226082-01 and incorporated by reference herein).

4.11         Co-Lender Agreement, dated as of December 27, 2018, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.10 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).

4.12         Co-Lender Agreement, dated as of February 27, 2019, byand between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, andGoldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit4.11 to the registrant’s Current Report on Form 8-K filed on February 27, 2019under Commission File No. 333-226082-01 and incorporated by reference herein).

4.13         Co-Lender Agreement, dated as of January 28, 2019, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 tothe registrant’s Current Report on Form 8-K filed on February 27, 2019 underCommission 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, National Association, as MasterServicer

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

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

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan (see Exhibit 33.1)

33.11      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 33.2)

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

33.13      Wells Fargo Bank, National Association, asCustodian of the 365 Bond Mortgage Loan (see Exhibit 33.5)

33.14      Pentalpha Surveillance LLC, as Operating Advisor ofthe 365 Bond Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 365 Bond Mortgage Loan (see Exhibit 33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Pace Gallery HQ Mortgage Loan (see Exhibit 33.1)

33.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pace Gallery HQ Mortgage Loan(see Exhibit 33.2)

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

33.20      Wells Fargo Bank, National Association, asCustodian of the Pace Gallery HQ Mortgage Loan (see Exhibit 33.5)

33.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe Pace Gallery HQ Mortgage Loan (see Exhibit 33.6)

33.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pace Gallery HQ Mortgage Loan (see Exhibit 33.7)

33.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.24      Wells Fargo Bank, National Association, as PrimaryServicer of the Pier 70 Mortgage Loan (see Exhibit 33.1)

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

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

33.27      Wells Fargo Bank, National Association, asCustodian of the Pier 70 Mortgage Loan (see Exhibit 33.5)

33.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the Pier 70 Mortgage Loan

33.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pier 70 Mortgage Loan (see Exhibit 33.7)

33.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 145 Clinton Mortgage Loan (seeExhibit 33.2)

33.32      CWCapital Asset Management LLC, as SpecialServicer of the 145 Clinton Mortgage Loan

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

33.34      Wells Fargo Bank, National Association, asCustodian of the 145 Clinton Mortgage Loan (see Exhibit 33.5)

33.35      Pentalpha Surveillance LLC, as Operating Advisor ofthe 145 Clinton Mortgage Loan (see Exhibit 33.6)

33.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 5444 & 5430 WestheimerMortgage Loan (see Exhibit 33.2)

33.38      CWCapital Asset Management LLC, as SpecialServicer of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 33.32)

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

33.40      Wells Fargo Bank, National Association, asCustodian of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 33.5)

33.41      Pentalpha Surveillance LLC, as Operating Advisor ofthe 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 33.6)

33.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

33.43      Wells Fargo Bank, National Association, as PrimaryServicer of the 3 Park Avenue Mortgage Loan (see Exhibit 33.1)

33.44      LNR Partners, LLC, as Special Servicer of the 3Park Avenue Mortgage Loan

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

33.46      Citibank, N.A., as Custodian of the 3 Park AvenueMortgage Loan

33.47      Park Bridge Lender Services LLC, as OperatingAdvisor of the 3 Park Avenue Mortgage Loan (see Exhibit 33.28)

33.48      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 3 Park Avenue Mortgage Loan (see Exhibit 33.7)

33.49      U.S. Bank National Association, as ServicingFunction Participant of the 3 Park Avenue Mortgage Loan

33.50      Wells Fargo Bank, National Association, as PrimaryServicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 33.1)

33.51      LNR Partners, LLC, as Special Servicer of theFairbridge Office Portfolio Mortgage Loan (see Exhibit 33.44)

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

33.53      Citibank, N.A., as Custodian of the FairbridgeOffice Portfolio Mortgage Loan (see Exhibit 33.46)

33.54      Park Bridge Lender Services LLC, as OperatingAdvisor of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 33.28)

33.55      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 33.7)

33.56      U.S. Bank National Association, as ServicingFunction Participant of the Fairbridge Office Portfolio Mortgage Loan (seeExhibit 33.49)

33.57      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 33.2)

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

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

33.60      Wells Fargo Bank, National Association, asCustodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.5)

33.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.28)

33.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.9)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

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

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

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan (see Exhibit 34.1)

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 34.2)

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

34.13      Wells Fargo Bank, National Association, asCustodian of the 365 Bond Mortgage Loan (see Exhibit 34.5)

34.14      Pentalpha Surveillance LLC, as Operating Advisor ofthe 365 Bond Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 365 Bond Mortgage Loan (see Exhibit 34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Pace Gallery HQ Mortgage Loan (see Exhibit 34.1)

34.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pace Gallery HQ Mortgage Loan(see Exhibit 34.2)

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

34.20      Wells Fargo Bank, National Association, asCustodian of the Pace Gallery HQ Mortgage Loan (see Exhibit 34.5)

34.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe Pace Gallery HQ Mortgage Loan (see Exhibit 34.6)

34.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pace Gallery HQ Mortgage Loan (see Exhibit 34.7)

34.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.24      Wells Fargo Bank, National Association, as PrimaryServicer of the Pier 70 Mortgage Loan (see Exhibit 34.1)

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

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

34.27      Wells Fargo Bank, National Association, asCustodian of the Pier 70 Mortgage Loan (see Exhibit 34.5)

34.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the Pier 70 Mortgage Loan

34.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pier 70 Mortgage Loan (see Exhibit 34.7)

34.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 145 Clinton Mortgage Loan (seeExhibit 34.2)

34.32      CWCapital Asset Management LLC, as SpecialServicer of the 145 Clinton Mortgage Loan

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

34.34      Wells Fargo Bank, National Association, asCustodian of the 145 Clinton Mortgage Loan (see Exhibit 34.5)

34.35      Pentalpha Surveillance LLC, as Operating Advisor ofthe 145 Clinton Mortgage Loan (see Exhibit 34.6)

34.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 5444 & 5430 WestheimerMortgage Loan (see Exhibit 34.2)

34.38      CWCapital Asset Management LLC, as SpecialServicer of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 34.32)

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

34.40      Wells Fargo Bank, National Association, asCustodian of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 34.5)

34.41      Pentalpha Surveillance LLC, as Operating Advisor ofthe 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 34.6)

34.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

34.43      Wells Fargo Bank, National Association, as PrimaryServicer of the 3 Park Avenue Mortgage Loan (see Exhibit 34.1)

34.44      LNR Partners, LLC, as Special Servicer of the 3Park Avenue Mortgage Loan

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

34.46      Citibank, N.A., as Custodian of the 3 Park AvenueMortgage Loan

34.47      Park Bridge Lender Services LLC, as OperatingAdvisor of the 3 Park Avenue Mortgage Loan (see Exhibit 34.28)

34.48      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 3 Park Avenue Mortgage Loan (see Exhibit 34.7)

34.49      U.S. Bank National Association, as Servicing FunctionParticipant of the 3 Park Avenue Mortgage Loan

34.50      Wells Fargo Bank, National Association, as PrimaryServicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 34.1)

34.51      LNR Partners, LLC, as Special Servicer of theFairbridge Office Portfolio Mortgage Loan (see Exhibit 34.44)

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

34.53      Citibank, N.A., as Custodian of the FairbridgeOffice Portfolio Mortgage Loan (see Exhibit 34.46)

34.54      Park Bridge Lender Services LLC, as Operating Advisorof the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 34.28)

34.55      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 34.7)

34.56      U.S. Bank National Association, as ServicingFunction Participant of the Fairbridge Office Portfolio Mortgage Loan (seeExhibit 34.49)

34.57      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 34.2)

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

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

34.60      Wells Fargo Bank, National Association, asCustodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.5)

34.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.28)

34.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.9)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

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

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

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

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the 365 Bond Mortgage Loan (see Exhibit 35.1)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 365 Bond Mortgage Loan (seeExhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Pace Gallery HQ Mortgage Loan (see Exhibit 35.1)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Pace Gallery HQ Mortgage Loan(see Exhibit 35.2)

35.9        Wells Fargo Bank, National Association, as PrimaryServicer of the Pier 70 Mortgage Loan (see Exhibit 35.1)

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

35.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 145 Clinton Mortgage Loan (seeExhibit 35.2)

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

35.13      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 5444 & 5430 WestheimerMortgage Loan (see Exhibit 35.2)

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

35.15      Wells Fargo Bank, National Association, as PrimaryServicer of the 3 Park Avenue Mortgage Loan (see Exhibit 35.1)

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

35.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 35.1)

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

35.19      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Albertsons Industrial - PAMortgage Loan (see Exhibit 35.2)

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

99.1         Mortgage Loan Purchase Agreement, dated as of February 1,2019, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-Kfiled on February 27, 2019 under Commission File No. 333-226082-01 andincorporated by reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of February 1,2019, between GS Mortgage Securities Corporation II and Citi Real EstateFunding Inc. (filed as Exhibit 99.2 to the registrant’s Current Report on Form8-K filed on February 27, 2019 under Commission File No. 333-226082-01 andincorporated by reference herein)

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

(c)    Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities Corporation II(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 17, 2023

** **