**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, 2021or**

**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 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 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 ifa smaller 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

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 Mortgage Loanand 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-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, each ofwhich is not an asset of the issuing entity. The other *pari passu* portionof each loan combination was securitized in the Benchmark 2018-B8 MortgageTrust transaction, Commission File Number 333-226123-01 (the “Benchmark2018-B8 Transaction”). These loan combinations, including the 145 ClintonMortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2018-B8 Transaction, which is incorporated by reference asExhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 3 Park Avenue Mortgage Loan and theFairbridge Office Portfolio Mortgage Loan, which constituted approximately 4.5%and 2.0%, respectively, of the asset pool of the issuing entity as of itscut-off date.  The 3 Park Avenue Mortgage Loan and the Fairbridge OfficePortfolio Mortgage Loan are each an asset of the issuing entity and are eachpart of a loan combination that includes (a) with respect to the 3 Park AvenueMortgage Loan, three other *pari passu* loans, which are not assets of theissuing entity or (b) with respect to the Fairbridge Office Portfolio MortgageLoan, 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,including the Albertsons Industrial - PA Mortgage Loan, was serviced under thePooling and Servicing Agreement for the issuing entity prior to the closing ofthe securitization 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 the primaryservicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and theFairbridge Office Portfolio Mortgage Loan. As a result, Wells Fargo Bank,National Association is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation 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, the Pier70 Mortgage Loan, the 145 Clinton Mortgage Loan, the 5444 & 5430 WestheimerMortgage Loan and the Albertsons Industrial - PA Mortgage Loan.  As aresult, Wells Fargo Bank, National Association is a servicing function participantin the 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 Wells Fargo Bank, NationalAssociation in the capacities described 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, 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.

CWCapitalAsset Management LLC is the special servicer of the 5444 & 5430 WestheimerMortgage Loan and the 145 Clinton Mortgage Loan.  These mortgage loansconstitute more than 5%, but less than 10%, of the pool assets of the issuingentity.  Therefore, the Depositor included in this Annual Report on Form10-K an assessment of compliance with applicable servicing criteria forCWCapital Asset Management LLC and an accountants’ attestation report pursuantto Item 1122 of Regulation AB because CWCapital Asset Management LLC isservicing more than 5% of the pool assets.  However, the Depositor is notrequired to include in this Annual Report on Form 10-K a servicer compliancestatement pursuant to Item 1123 of Regulation AB of CWCapital Asset ManagementLLC because CWCapital Asset Management LLC is an unaffiliated servicerservicing less than 10% of pool assets.

LNR Partners,LLC is the special servicer of the 3 Park Avenue Mortgage Loan and the FairbridgeOffice Portfolio Mortgage Loan.  These mortgage loans constitute more than5%, but less than 10%, of the pool assets of the issuing entity. Therefore, the Depositor included in this Annual Report on Form 10-K anassessment of compliance with applicable servicing criteria for LNR Partners,LLC and an accountants’ attestation report pursuant to Item 1122 of RegulationAB because LNR Partners, 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 LNR Partners, LLC because LNR Partners, LLC is an unaffiliatedservicer servicing less 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  andthe 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.

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria and an accountant’s attestation report from U.S. Bank,National Association. This entity was engaged by Citibank, N.A., as custodianof the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio MortgageLoan to perform certain custodial services. These custodial services areservicing functions included within the servicing criteria set forth in Items1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB. Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) orRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB. *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

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.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement, the Pier 70 Mortgage Loan, the 3 Park AvenueMortgage Loan and the Fairbridge Office Portfolio Mortgage Loan.  Pursuantto the Pooling and Servicing Agreement, the pooling and servicing agreement forthe DBGS 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 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 servicersof  the mortgage loans serviced under the Pooling and Servicing Agreement,the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the FairbridgeOffice Portfolio Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic 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 includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

This 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 respectto the *pari passu*loan combinations that include the AlbertsonsIndustrial - PA Mortgage Loan, the Pier 70 Mortgage Loan, the 145 ClintonMortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan, 3 Park AvenueMortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, (i) thereports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of KeyBank NationalAssociation as special servicer of the Albertsons Industrial - PA Mortgage Loanand Rialto Capital Advisors, LLC as special servicer of the Pier 70 MortgageLoan, listed on the Exhibit Index are omitted from this Annual Report on Form10-K as they are not required to be included on this Annual Report on Form 10-Kper Instruction 3 to Item 1122 of Regulation AB because they are partiesperforming activities that address servicing criteria relating to 5% or less ofthe assets of the issuing entity; and (ii) the servicer compliance statementsof KeyBank National Association as special servicer of the AlbertsonsIndustrial - PA Mortgage Loan, Rialto Capital Advisors, LLC as special servicerof the Pier 70 Mortgage Loan, CWCapital Asset Management LLC as specialservicer of the 145 Clinton Mortgage Loan and the 5444 & 5430 WestheimerMortgage Loan and LNR Partners, LLC as special servicer of the 3 Park AvenueMortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired by Item 1123 of Regulation AB to be included on this Annual Report onForm 10-K because they are each an unaffiliated party that is not a “servicer”that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

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

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and otherlegal proceedings as part of its duties as a special servicer (e.g.,enforcement of loan obligations) and/or arising in the ordinary course ofbusiness.  Other than as set forth in the following paragraphs, there arecurrently no legal proceedings pending, and no legal proceedings known to becontemplated by governmental authorities, against CWCAM or of which any of itsproperty is the subject, 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 theproper allocation of certain proceeds (“Disputed Proceeds”) received byCWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State 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.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  OnOctober 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion tohear CWCAM’s request for reconsideration of the motion to dismiss.  On March14, 2017, the Federal Court reserved the determination on the motion to hearCWCAM’s request for reconsideration of the motion to dismiss, denied the motionto remand the matter to state court and granted the motion to transfer theproceeding to the SDNY Court.  Cross motions for judgment on the pleadingswere filed but the SDNY Court was unable to decide the case based on thepleadings and the SDNY Court ordered discovery.  All fact discovery wascompleted in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’spetition, namely, that the funds in dispute constitute penalty interest andyield maintenance, not gain-on-sale proceeds, and that the amount of penaltyinterest and yield maintenance was correctly calculated. An appeal of the SDNYCourt’s decision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

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 theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,the Original Complaint was dismissed for lack of subject matterjurisdiction.   On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York, Countyof New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, etal., Index No. 653277/2018 (the “New Complaint”).  The gravamen ofthe New Complaint is the same as the previous complaint filed in the UnitedState District Court for the Southern District of New York.  In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. The New Complaint and related summons was not served on the defendants untilJuly 13, 2018 and July 16, 2018.  The plaintiff’s motion for a preliminaryinjunction was denied by the court on July 31, 2018.  On August 3, 2018,the defendants, including CWCAM, filed a motion to dismiss the New Complaint inits entirety. On August 20, 2019, the court entered an order grantingdefendants’ motion almost in its entirety, dismissing 11 of the 16 counts andpartially dismissing 2 additional counts.  Of the remaining counts, 2 areasserted against CWCAM for aiding and abetting breach of fiduciary duty andunjust enrichment.  On September 19, 2019, CWCapital Cobalt Vr Ltd. fileda notice of appeal relating to the August 20, 2019 dismissal order and onSeptember 26, 2019, filed an amended complaint against CWCI and CWCAMattempting to address deficiencies relating to certain of the claims dismissedby the August, 20, 2019 order.  CWCI and CWCAM filed its Motion to Dismissthe amended complaint on October 28, 2019.  The court heard argument onthe Motion to Dismiss the amended complaint on January 22, 2020 and on October23, 2020, the court granted the motion dismissing the amended claims.  OnNovember 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of appeal relating tothe October 23, 2020 dismissal order.  On April 27, 2021, the FirstDepartment affirmed the dismissal as to claims against CWCAM that were part ofthe August 20, 2019 dismissal, but reversed the dismissal of two counts forbreach of the Collateral Management Agreement against CWCI.  CWCI hassought leave to file an appeal of the decision.  Both requests for leavewere denied by the First Department.  The plaintiff has also sought leaveto appeal the dismissal of the claims against CWCAM.  CWCAM believes thatit has performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.  

On January 24, 2016 PSW NYC LLC commenced a complaint (the“PSW Complaint”) with the Supreme Court of the State of New York, County of NewYork (the “PSW Court”) against Bank of America, N.A. as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank NationalAssociation as trustee under the pooling and servicing agreements for WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “PSWTrusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individuallyand as special servicer for the PSW Trusts (collectively, the “Defendants”)seeking either (a) damages in an amount to be determined by the PSW Court butalleged by the plaintiffs to be approximately $500,000,000 – such amount beingthe amount PSW NYC LLC alleges would have been recovered on certain mezzanineloans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village andStuyvesant Town property (the “PCVST Property”) in New York City which PSW NYCLLC sold to an entity related to the Defendants pursuant to a settlementagreement related to certain prior litigation (the “2010 Settlement Agreement”)or (b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM

on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motion toDismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismissand cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed its reply andopposition to the PSW Cross-Motion. On August 23, 2016, oral arguments wereprovided to the PSW Court regarding the PSW Complaint, the CWCAM Motion toDismiss and the PSW Cross-Motion and the PSW Court took such arguments underadvisement. On October 31, 2016, the PSW Court issued an order granting theCWCAM Motion to Dismiss, denying the PSW Cross-Motion and dismissing the PSWComplaint with prejudice. Subsequently, PSW NYC LLC filed a notice of appeal relatingto such order. On February 21, 2017, PSW NYC LLC filed its appeal andsupporting brief arguing that the PSW Court erred by finding no breach of theassignment agreement and no fraudulent inducement. Oral argument was heard onMay 4, 2017 at which point the court took the arguments under advisement. OnMay 25, 2017, the New York 1st Department appellate court affirmedthe dismissal of all PSW claims and denied a request for leave to appeal to theNew York Court of Appeals on September 12, 2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating thatthe RAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)stating that the claims in the RAIT Complaint were properly stated.  OnJune 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and inresponse to the Opposition, stating that each of CWCAM’s arguments is supportedby the express language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term ofthe 2016 Settlement by August 25, 2017 (or such later date agreed to by theparties), the RAIT Preferred Funding litigation will be dismissed, withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAITAmended Complaint”), which omits its original claims, adds Wells Fargo Bankas a defendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAITAmended Complaint did not state a claim and the essential facts of the RAITAmended Complaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery has commenced.  CWCAM filed a Motion forSummary Judgement on March 18, 2019.   This matter was settled andthe case dismissed on May 15, 2019.  

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related 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 entities participatingin a servicing function for the transaction responsible for each applicableservicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 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).

**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 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, Wells FargoBank, 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-Kfiled on February 27, 2019 under Commission File No. 333-226082-01 andincorporated by 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 July 31, 2019 under CommissionFile 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 Estate FundingInc., as Initial Note A-3 Holder, and Citi Real Estate Funding Inc., as InitialNote A-4 Holder (filed as Exhibit 4.8 to the registrant’s Current Report onForm 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 andincorporated 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, 2019under Commission 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 on andafter November 1, 2021

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

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 on and after November 1,2021 (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 on and after November 1,2021 (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 on and after November 1,2021 (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, as Custodianof 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 on and after November 1,2021 (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 & 5430Westheimer Mortgage 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 on and after November 1,2021 (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 Avenue MortgageLoan (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 Operating Advisorof 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 on and after November 1,2021 (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 on andafter November 1, 2021

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

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 on and after November 1,2021 (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 on and after November 1,2021 (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 on and after November 1,2021 (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, as Custodianof 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 on and after November 1,2021 (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 on and after November 1,2021 (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 Avenue MortgageLoan (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 Operating Advisorof 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 ServicingFunction Participant 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 OperatingAdvisor of 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 on and after November 1,2021 (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 on andafter November 1, 2021

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 CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 10, 2022