UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025 or

o TRANSITION REPORT 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 Trust 2019-GC38

(exact name of the issuing entity as specified in its charter)

Central Index Key Number of the depositor: 0001004158

GS Mortgage Securities Corporation II

(exact name of the depositor as specified in its charter)

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 principal executive 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 the Act: None.

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 such files).

Not applicable.

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer ⌧ Smaller reporting company o

Emerging growth company o

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

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

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

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

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

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

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

Not applicable.

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

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

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

Not applicable.

EXPLANATORY NOTES

The Pace Gallery HQ Mortgage Loan, which constituted approximately 6.6% of the asset pool of the issuing entity as of its cut-off date, is an asset of the issuing entity and is part of a loan combination that includes the Pace Gallery HQ Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the Pace Gallery HQ Mortgage Loan, is being serviced and administered pursuant to the Pooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. The 365 Bond Mortgage Loan, previously an asset of the issuing entity being serviced under the Pooling and Servicing Agreement, was not an asset of the issuing entity during the reporting period and is omitted from this Annual Report on Form 10-K and will be omitted from subsequent Annual Reports on Form 10-K.

The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the Pier 70 Mortgage Loan, which constituted approximately 4.6% of the asset pool of the issuing entity as of its cut-off date. The Pier 70 Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the Pier 70 Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. The other pari passu portion of the loan combination was securitized in the DBGS 2018-C1 Mortgage Trust transaction, Commission File Number 333-206705-16 (the “DBGS 2018-C1 Transaction”). This loan combination, including the Pier 70 Mortgage Loan, is being serviced and administered pursuant to the pooling and servicing agreement for the DBGS 2018-C1 Transaction, which is incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit 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 Loan are each an asset of the issuing entity and are each part of a loan combination that includes the 145 Clinton Mortgage Loan or the 5444 & 5430 Westheimer Mortgage Loan and one other pari passu loan, each of which is not an asset of the issuing entity. The other pari passu portion of each loan combination was securitized in the Benchmark 2018-B8 Mortgage Trust transaction, Commission File Number 333-226123-01 (the “Benchmark 2018-B8 Transaction”). These loan combinations, including the 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan, are being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2018-B8 Transaction, which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, which constituted approximately 4.5% and 2.0%, respectively, of the asset pool of the issuing entity as of its cut-off date. The 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan are each an asset of the issuing entity and are each part of a loan combination that includes (a) with respect to the 3 Park Avenue Mortgage Loan, three other pari passu loans, which are not assets of the issuing entity 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 the Benchmark 2019-B9 Mortgage Trust transaction, Commission File Number 333-207132-21 (the “Benchmark 2019-B9 Transaction”). These loan combinations, including the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, are being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2019-B9 Transaction, which is incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K.

The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the Albertsons Industrial - PA Mortgage Loan, which constituted approximately 2.0% of the asset pool of the issuing entity as of its cut-off date. The Albertsons Industrial - PA Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the Albertsons 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 the Pooling and Servicing Agreement for the issuing entity prior to the closing of the securitization of the other pari passu portion of the Albertsons Industrial - PA loan combination in the GS Mortgage Securities Trust 2019-GC39 transaction, Commission File Number 333-226082-02 (the “GSMS 2019-GC39 Transaction”). After the closing of the GSMS 2019-GC39 Transaction on May 23, 2019, this loan combination, including the Albertsons Industrial - PA Mortgage Loan was, and will continue to be, serviced and administered pursuant to the pooling and servicing agreement with respect to the GSMS 2019-GC39 Transaction, which is incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

The master servicer of a pooling and servicing agreement or trust and servicing agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant to such agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicer compliance statement provided by the master servicer under any such agreement also encompasses its responsibilities as primary servicer of the related mortgage loan or mortgage loans.

Wells Fargo Bank, National Association is the ~~master servicer and~~ certificate administrator of the mortgage loans serviced under the Pooling and Servicing Agreement, ~~and~~the master servicer of the mortgage loans serviced under the Pooling and Servicing Agreement prior to March 1, 2025 and the primary servicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan prior to March 1, 2025. As a result, Wells Fargo Bank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii) of of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by Wells Fargo Bank, National Association in the capacities described above are listed in the Exhibit Index.

Trimont LLC is the master servicer of the mortgage loans serviced under the Pooling and Servicing Agreement on and after March 1, 2025 and the primary servicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan on and after March 1, 2025. As a result, Trimont LLC is a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by Trimont LLC in the capacities described above are listed in the Exhibit Index.

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

Midland Loan Services, a Division of PNC Bank, National Association is the primary servicer of the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan and the Albertsons Industrial - PA 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 of compliance with applicable servicing criteria for Midland Loan Services, a Division of PNC Bank, National Association and an accountants’ attestation report pursuant to Item 1122 of Regulation AB because Midland Loan Services, a Division of PNC Bank, National Association is servicing more than 5% of the pool assets. However, the Depositor is not required to include in this Annual Report on Form 10-K a servicer compliance statement pursuant to Item 1123 of Regulation AB of Midland Loan Services, a Division of PNC Bank, National Association because Midland Loan Services, a Division of PNC Bank, National Association is an unaffiliated servicer servicing less than 10% of pool assets.

Pentalpha Surveillance LLC is the operating advisor of the mortgage loans serviced under the Pooling and Servicing Agreement, the 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan. As a result, Pentalpha Surveillance LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Pentalpha Surveillance LLC in the capacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC is the operating advisor of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan, the Albertsons Industrial - PA Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan. As a result, Park Bridge Lender Services LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Park Bridge Lender Services LLC in the capacities described above are listed in the Exhibit Index.

CWCapital Asset Management LLC is the special servicer of the 5444 & 5430 Westheimer Mortgage Loan and the 145 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 of compliance with applicable servicing criteria for CWCapital Asset Management LLC and an accountants’ attestation report pursuant to Item 1122 of Regulation AB because CWCapital Asset Management LLC is servicing more than 5% of the pool assets. However, the Depositor is not required to include in this Annual Report on Form 10-K a servicer compliance statement pursuant to Item 1123 of Regulation AB of CWCapital Asset Management LLC because CWCapital Asset Management LLC is an unaffiliated servicer servicing less than 10% of pool assets.

LNR Partners, LLC is the special servicer of the Fairbridge Office Portfolio Mortgage Loan and the 3 Park Avenue 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 of compliance with applicable 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 Depositor is not required to include in this Annual Report on Form 10-K a servicer compliance statement pursuant to Item 1123 of Regulation AB of LNR Partners, LLC because LNR Partners, LLC is an unaffiliated servicer servicing less than 10% of pool assets.

Citibank, N.A. is the custodian of the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan. As a result, Citibank, N.A. is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Citibank, N.A. in the capacities described above are listed in the Exhibit Index, and exclude the servicing criteria 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 required by the pooling and servicing agreement for the Benchmark 2019-B9 Transaction and the safeguarding of pool assets and related documents as required by the pooling and servicing agreement for the Benchmark 2019-B9 Transaction which servicing criteria have been assessed by U.S. Bank National Association, as a servicing function participant, as described below in these Explanatory Notes.

Wells Fargo Bank, National Association acts as trustee of the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan and the Albertsons Industrial - PA Mortgage Loan. Pursuant to the pooling and servicing agreement for the Benchmark 2018-B8 Transaction and the pooling and servicing agreement for the GSMS 2019-GC39 Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan and the Albertsons Industrial - PA Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, National Association acts as trustee of the mortgage loans serviced under the Pooling and Servicing Agreement, the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and servicing agreement for the DBGS 2018-C1 Transaction and the pooling and servicing agreement for the Benchmark 2019-B9 Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the mortgage loans serviced under the Pooling and Servicing Agreement, the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

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

This Annual Report on Form 10-K ~~includes~~ includes assessments of compliance with applicable servicing criteria and accountants’ attestation reports from CoreLogic Solutions, LLC. This entity was engaged by ~~the~~each master servicer under the Pooling and Servicing Agreement and ~~the~~ each primary servicer of the Pier 70 Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan to remit tax payments received from the escrow accounts of borrowers to local taxing authorities, to report tax amounts due, to verify tax parcel information, and to verify non-escrow tax payments. These servicing functions are included within the servicing criteria set forth in Item 1122(d)(4)(xi) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, this vendor is a “servicer” for the purposes of Item 1122 of ~~Regulation~~ Regulation AB. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-K includes an assessment of compliance with applicable servicing criteria, accountants’ attestation report and servicer compliance statement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as certificate administrator and custodian, to perform certain specified servicing functions identified in the assessment of compliance with applicable servicing criteria and accountants’ attestation reports. Wells Fargo engaged CTCNA in connection with the sale of Wells Fargo’s corporate trust services business to CTCNA and its affiliates. Further, under the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, this party is a “servicer” for the purposes of Item 1123 of Regulation AB. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements of the certificate administrator of the Pier 70 Mortgage Loan, the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan, the Albertsons Industrial - PA Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan are omitted from this Annual Report on Form 10-K as the certificate administrator pursuant to the related pooling and servicing agreement or trust and servicing agreement does not perform any activities that address servicing criteria with respect to the issuing entity and because they are each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the pari passu loan combinations that include the Pier 70 Mortgage Loan, the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan, the Albertsons Industrial - PA Mortgage Loan, the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, (i) the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of Rialto Capital Advisors, LLC, as special servicer of the Pier 70 Mortgage Loan and KeyBank National Association, as special servicer of the Albertsons Industrial - PA Mortgage Loan, listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required to be included on this Annual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation AB because they are parties performing activities that address servicing criteria relating to 5% or less of the assets of the issuing entity; and (ii) the servicer compliance statements of Rialto Capital Advisors, LLC, as special servicer of the Pier 70 Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer of the 145 Clinton Mortgage Loan, the 5444 & 5430 Westheimer Mortgage Loan and the Albertsons Industrial – PA Mortgage Loan, CWCapital Asset Management LLC, as special servicer of the 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan, LNR Partners, LLC, as special servicer of the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan and KeyBank National Association, as special servicer of the Albertsons Industrial - PA Mortgage Loan listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required by Item 1123 of Regulation AB to be included on this Annual Report on Form 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 1C. Cybersecurity.

Omitted.

Item 2. Properties.

Omitted.

Item 3. Legal Proceedings.

Omitted.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Omitted.

Item 6. [Reserved].

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

Omitted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8. Financial Statements and Supplementary Data.

Omitted.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Omitted.

Item 9A. Controls and Procedures.

Omitted.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Omitted.

Item 11. Executive Compensation.

Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Omitted.

Item 14. Principal Accountant Fees and Services.

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

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

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.

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

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to CWCapital Asset Management LLC, as special servicer~~, and Wells Fargo Bank, National Association, as trustee, certificate administrator and custodian~~.

~~On December~~From ~~17, 2015, U.S. Bank National Association, the trustee under five~~time ~~pooling~~to ~~and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30~~time, ~~(ii)~~CWCapital ~~COBALT~~Asset ~~CMBS~~Management ~~Commercial Trust 2007-C2~~LLC, ~~(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced~~ a ~~proceeding with~~Delaware ~~the~~limited ~~Second~~liability ~~Judicial District Court of Ramsey County, Minnesota (the “State~~company ~~Court”) for a declaratory judgment as to the proper allocation of certain proceeds~~ (“~~Disputed Proceeds~~CWCAM”) ~~received by CWCAM in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York~~, ~~New York~~is ~~securing~~a ~~loans~~party ~~held by those trusts. CWCAM was the special servicer of such property. The petition requests the State Court~~ to ~~instruct~~lawsuits ~~the trustee, the trust beneficiaries,~~ and ~~any~~ other ~~interested~~legal ~~parties~~proceedings as topart ~~the amount~~ of ~~the~~ ~~Disputed Proceeds, if any, that constitute penalty interest and/or the~~its ~~amount~~duties ofas ~~the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAM made~~ a ~~limited appearance~~special ~~with~~servicer ~~the State Court to file a motion to dismiss this proceeding based on lack of jurisdiction, mootness, standing and forum non conveniens~~(e. ~~On July 19, 2016, the State Court denied CWCAM’s motion to dismiss~~g. ~~On July 22~~, ~~2016,~~ ~~the~~enforcement action was removed to federal court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court held a hearing on the motion to transfer the action to the United States District Court for the Southern District of ~~New York~~loan ~~(“SDNY Court”~~obligations), ~~a motion to remand to state court~~ and ~~a motion to~~/or ~~hear~~arising CWCAM’s request for reconsideration of the motion to dismiss. On March 14, 2017, the Federal Court reserved the determination on the motion to hear CWCAM’s request for reconsideration of the motion to dismiss, denied the motion to remand the matter to state court and granted the motion to transfer the proceeding to the SDNY Court. Cross motions for judgment on the pleadings were filed but the SDNY Court was unable to decide the case based on the pleadings and the SDNY Court ordered discovery. All fact discovery was completed in ~~December,~~ ~~2018 and expert discovery was completed on March 15, 2019. The parties submitted cross motions for summary judgment, and on March 19, 2020,~~ the ~~SDNY Court~~ordinary ~~entered~~course ~~an opinion and order in which it granted summary judgment in CWCAM’s favor and held that CWCAM was entitled to the entire amount~~ of ~~penalty interest and that CWCAM’s determination of Yield Maintenance was correct~~business. ~~In the~~Other ~~127-page~~than ~~opinion,~~as ~~the~~set ~~SDNY~~forth ~~Court found for CWCAM on every issue presented by the trustee’s petition, namely, that the funds~~ in ~~dispute constitute penalty interest and yield maintenance, not gain-on-sale proceeds, and that~~ the ~~amount~~ offollowing ~~penalty interest and yield maintenance was correctly calculated. An appeal of the SDNY Court’s decision was taken on April 29~~paragraphs, ~~2020.~~there Oral argument on the appeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entered a decision affirming in part and reversing in part the SDNY Court’s decision and remanding to the SDNY Court for further proceedings. The Second Circuit affirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenance are ~~paid~~currently ~~before~~no ~~Gain-On-Sale~~legal ~~Proceeds. The Second Circuit reversed and remanded for further~~ proceedings ~~that portion of the SDNY Court’s decision related to approximately $67.2 million in interest on advances. On January 13~~pending, 2023, the parties entered into a settlement agreement, in which (among other things) they agreed to stipulate that the amount of Interest on advances that accrued on or before June 3, 2014 is $27.5 million, and ~~that CWCAM would pay that amount into~~no ~~escrow~~legal ~~for~~proceedings ~~distribution~~known to ~~certificateholders~~be ~~upon~~contemplated ~~the entry of an order~~ by ~~the Court~~governmental ~~approving the settlement. U.S. Bank National Association~~authorities, ~~as Trustee for~~against ~~the~~CWCAM ~~trusts,~~or ~~provided notice~~ of ~~the~~which ~~settlement~~any to all parties in interest via a notice program approved by the Court. A hearing on the settlement was scheduled for March 16, 2023 and was continued to May 5, 2023. The court approved the settlement in a decision dated April 8, 2024. An appeal of ~~the~~its ~~Court’s~~property ~~decision was filed by one party, Cobalt LLC, which~~ is ~~believed to be focused solely on~~ the ~~timing~~subject, ofthat ~~the~~are ~~distribution~~material ~~of the $27.5 million and not with respect~~ to ~~CWCAM’s~~ ~~liability or~~ the ~~amount paid. The appeal brief is due on September 1,~~ ~~2024~~certificateholders. ~~The matter was subsequently resolved by the parties and approved by the Court and no further proceedings are required. The matter is closed.~~

On December 1, 2017, a complaint against CWCAM and others was filed in the United States District Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments ~~LLC~~ LLC in its capacity as collateral manager for the collateralized debt ~~obligation~~ obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14, 5 claims were asserted ~~against~~ against CWCAM for aiding and abetting breach of fiduciary duty, conversion and ~~unjust~~ unjust enrichment. On May 23, 2018, the Original Complaint was dismissed for lack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court of the State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital ~~Investments~~ Investments LLC, et al., Index No. 653277/2018 (the “New Complaint”). The ~~gravamen~~ gravamen of the New Complaint is the same as the previous complaint filed in the United State District Court for the Southern District of New York. In total there are 16 counts pled in the New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust enrichment, 1 count seeks a declaratory judgement that the plaintiff has the right to enforce the contracts in question and 1 count seeks an injunction requiring the defendants to recognize the plaintiff as the directing holder for the trusts in question. On January 11, 2019, the plaintiff dismissed with prejudice the declaratory judgment and injunction counts. The New Complaint and related summons was not served on the defendants until July 13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunction 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 in its entirety. On August 20, 2019, the court entered an order granting defendants’ motion almost in its entirety, dismissing 11 of the 16 counts and partially dismissing 2 additional counts. Of the remaining counts, 2 are asserted against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment. On September 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019 dismissal order and on September 26, 2019, filed an amended ~~complaint~~ complaint against CWCI and CWCAM attempting to address deficiencies relating to ~~certain~~ certain of the claims dismissed by the August, 20, 2019 order. CWCI and CWCAM filed its Motion to Dismiss the amended complaint on October 28, 2019. The court heard argument on the Motion to Dismiss the amended complaint on January 22, 2020 and on October 23, 2020, the court granted the motion dismissing the ~~amended~~ amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of ~~appeal~~ appeal relating to the October 23, 2020 dismissal order. On April 27, 2021, the ~~First~~ First Department affirmed the dismissal as to claims against CWCAM that were part of the August 20, 2019 dismissal, but reversed the dismissal of two counts ~~for~~ for breach of the Collateral Management Agreement against CWCI. CWCI sought ~~leave~~ leave to file an appeal of the decision. The plaintiff also sought leave to ~~appeal~~ appeal the dismissal of the claims against CWCAM. Both requests for leave were ~~denied~~ denied by the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to to renew its motion to dismiss as to 4 of the remaining counts (including the remaining two counts against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment), based on a decision entered by Judge Failla in a trust instruction proceeding in the US District Court for the Southern District of New York awarding summary judgment in favor of CWCAM. 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 of their opening brief on July 1, 2022. On November 15, 2022, the First Department affirmed the court’s denial of the motion to renew. On October 1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (or alternatively, the motion to dismiss) with respect to certain of Cobalt’s claims, including the remaining 2 claims against CWCAM, based on the First Department’s April 27, 2021 decision. On March 24, 2022, the court denied the relief sought in the motion to reargue. CWCI and CWCAM appealed the court’s decision on the motion to reargue and filed their opening brief on July 11, 2022. The appeal was dismissed as being non-appealable on August 30, 2022. Discovery (both fact and expert) concluded on March 1, 2024. CWCAM and CWCI filed a motion for summary judgment on March 29, 2024, seeking dismissal of all the claims in their entirety. On that same date, the plaintiff cross moved for summary judgment on one of the claims asserted against only CWCI. ~~Summary~~Oral ~~judgment~~argument ~~briefing~~on isthe ~~scheduled~~parties’ tosummary ~~conclude~~judgment onmotions ~~June~~were 18heard on October 22, 2024. ~~Oral~~. On January 13, 2026, the court denied plaintiff’s motion for ~~argument~~summary ~~was~~judgment ~~heard~~and ongranted, ~~October~~in 22part, ~~2024~~and denied, in part, the motion filed by CWCI and CWCAM. Specifically, the court ~~has~~dismissed ~~taken~~the remaining two counts against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment. With respect to CWCI, the ~~arguments~~court dismissed two counts against CWCI ~~under~~in ~~consideration~~their entirety and dismissed portions of one count against CWCI. The ~~timing~~only three ofcounts athat ~~decision~~survived isand ~~unknown~~remain in the case are against CWCI. The court severed the dismissed claims from the surviving claims. On January 22, 2026, CWCI and CWCAM ~~believes~~submitted an order to the court, requesting that it ~~has~~direct ~~performed~~the clerk’s ~~its~~office ~~obligations~~to ~~under~~enter judgment on the ~~related~~dismissed ~~pooling~~claims and ~~servicing~~that ~~agreements~~CWCAM be indismissed ~~good~~as ~~faith~~a ~~and~~defendant from the ~~remaining~~action. ~~allegations~~CWCAM inbelieves that it has performed its obligations under the ~~New~~related ~~Complaint~~pooling ~~are~~and ~~without~~servicing agreements in good ~~merit~~faith.

InOn January ~~December~~13, ~~2014~~2025, ~~Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint~~ in the ~~United~~Supreme ~~States District~~ Court ~~for~~of the ~~Southern~~State ~~District~~ of New York, ~~alleging~~ROC ~~claims against Wells Fargo~~Debt ~~Bank,~~Strategies ~~N.A.,~~II inBond ~~its~~Investments ~~capacity~~LLC as(“Bridge ~~trustee~~Investment ~~for~~Group aor ~~number~~“Bridge”), ~~of residential~~as ~~mortgage-backed~~Directing ~~securities~~Certificateholder (~~RMBS~~“DCH”) ~~trusts. Complaints raising similar allegations have been~~ filed bysuit ~~Commerzbank~~against AGCWCapital ~~in the Southern District of New~~Asset ~~York,~~Management ~~IKB~~LLC ~~International and IKB Deutsche Industriebank~~ (~~together, IKB~~“CWCAM”) ~~in New York state court~~, ~~and~~alleging ~~Park~~breach ~~Royal~~of ~~I LLC and Park Royal II LLC in New York state court. In each case,~~ the ~~plaintiffs~~subject ~~allege~~Pooling ~~that~~and ~~Wells Fargo Bank, N.A., as~~Servicing ~~trustee,~~Agreement ~~caused~~(“PSA”) ~~losses to investors,~~ and ~~plaintiffs~~violation ~~assert causes~~ of ~~action based upon, among other things,~~ the ~~trustee’s~~Servicing ~~alleged~~Standard ~~failure~~while toacting ~~notify and~~as ~~enforce~~special ~~repurchase~~servicer ~~obligations of mortgage loan sellers~~ for ~~purported~~the ~~breaches of~~FREMF ~~representations~~2016-KS06 ~~and~~pool. ~~warranties,~~It ~~notify~~is ~~investors of~~ alleged ~~events~~that ofCWCAM was ~~default,~~negligent ~~and~~in ~~abide~~the byservicing ~~appropriate standards~~ of ~~care~~a ~~following~~portfolio ~~alleged events~~ of ~~default.~~ In9 ~~July~~loans ~~2022,~~ (the ~~district~~“Ranger ~~court dismissed Phoenix Light’s claims and~~Portfolio”) ~~certain~~that ofwere ~~the~~in ~~claims~~special ~~asserted~~servicing bystarting ~~Commerzbank AG, and subsequently entered judgment~~ in ~~each case in favor of Wells Fargo Bank, N~~2022.A. InThe ~~August~~suit ~~2022,~~demands ~~Phoenix~~unspecified ~~Light~~compensatory damages and ~~Commerzbank~~a AGDeclaratory ~~each~~Judgment ~~appealed~~that ~~the~~CWCAM ~~district~~is ~~court’s~~not ~~decision~~entitled to ~~the~~ ~~United~~indemnification ~~States~~or ~~Court~~payment offor ~~Appeals~~expenses ~~for~~from the ~~Second~~Trust ~~Circuit.~~under ~~Phoenix~~the ~~Light~~PSA. ~~dismissed~~CWCAM disagrees ~~its~~vehemently ~~appeal~~with inthese ~~May~~allegations ~~2023,~~and ~~terminating~~a ~~its~~Motion ~~case.~~to InDismiss ~~October~~was ~~2024,~~filed ~~the~~by ~~Second~~CWCAM on ~~Circuit~~March ~~denied Commerzbank AG’s appeal. In November 2023~~14, ~~Wells Fargo Bank, N~~2025.A. ~~entered~~The ~~into~~motion anhas ~~agreement~~been ~~with~~fully ~~IKB~~briefed toand ~~resolve~~a ~~IKB’s~~hearing ~~claims.~~was ~~Wells~~held ~~Fargo~~on ~~Bank~~August 25, ~~N.A.~~2025 ~~previously~~While ~~settled~~that ~~two~~motion ~~class~~was ~~actions~~pending, ~~filed~~the byparties ~~institutional~~reached a business ~~investors~~resolution and ~~an action filed~~ by stipulation the ~~National~~lawsuit ~~Credit~~was ~~Union~~dismissed ~~Administration~~ with prejudice on ~~similar~~January ~~allegations~~22, 2026.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.

The information regarding this Item has been previously provided in the prospectus of the Registrant relating to the issuing entity filed on February 27, 2019 pursuant to Rule 424(b)(2).

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the Pier 70 Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the DBGS 2018-C1 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the pooling and servicing agreement for the DBGS 2018-C1 Transaction incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the DBGS 2018-C1 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan, which are being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2018-B8 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for the Benchmark 2018-B8 Transaction incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the Benchmark 2018-B8 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan, which are being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2019-B9 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling and servicing agreement for the Benchmark 2019-B9 Transaction incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the Benchmark 2019-B9 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the Albertsons Industrial - PA Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the GSMS 2019-GC39 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for the GSMS 2019-GC39 Transaction incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the GSMS 2019-GC39 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

Item 1123 of Regulation AB, Servicer Compliance Statement.

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

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following is a list of documents filed as part of this Annual 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 Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission 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, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission 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., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission 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 and Custodian, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 and incorporated 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 Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender 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 on July 31, 2019 under Commission File No. 333-226082-01 and incorporated by reference herein).

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

4.7 Co-Lender Agreement, dated as of October 30, 2018, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 and incorporated by reference herein).

4.8 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 Funding Inc., as Initial Note A-3 Holder, and Citi Real Estate Funding Inc., as Initial Note A-4 Holder (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 and incorporated by reference herein).

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

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

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

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

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

33.1 Wells Fargo Bank, National Association, as Master Servicer prior to March 1, 2025

33.2 ~~K-Star~~Trimont ~~Asset Management~~ LLC, as ~~Special~~Master Servicer on and after March 1, 2025

33.3 ~~Wilmington~~K-Star ~~Trust,~~Asset ~~National~~Management ~~Association~~LLC, as ~~Trustee~~Special ~~(Omitted. See Explanatory Notes.)~~Servicer

33.4 ~~Wells~~Wilmington ~~Fargo Bank~~Trust, National Association, as ~~Certificate~~ ~~Administrator~~Trustee (Omitted. See Explanatory Notes.)

33.5 Wells Fargo Bank, National Association, as ~~Custodian~~Certificate Administrator

33.6 ~~Pentalpha~~Wells ~~Surveillance~~Fargo ~~LLC~~Bank, asNational ~~Operating~~Association, ~~Advisor~~as Custodian

33.7 ~~CoreLogic~~Pentalpha ~~Solutions,~~Surveillance LLC, as ~~Servicing~~Operating ~~Function Participant~~Advisor

33.8 ~~Computershare~~CoreLogic ~~Trust Company~~Solutions, ~~National Association~~LLC, as Servicing Function Participant ~~for the Certificate Administrator~~

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

33.10 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Primary Servicer~~Servicing ofFunction ~~the~~Participant ~~Pace~~for ~~Gallery~~the ~~HQ Mortgage Loan (see Exhibit 33.1)~~Custodian

33.11 ~~K-Star~~Wells ~~Asset~~Fargo ~~Management~~Bank, ~~LLC~~National Association, as ~~Special~~ Primary Servicer of the Pace Gallery HQ Mortgage Loan prior to March 1, 2025 (see Exhibit 33.21)

33.12 ~~Wilmington~~Trimont ~~Trust~~LLC, ~~National Association,~~ as ~~Trustee~~Primary Servicer of the Pace Gallery HQ Mortgage Loan ~~(Omitted.~~on ~~See~~and ~~Explanatory~~after ~~Notes~~March 1, 2025 (see Exhibit 33.2)

33.13 ~~Wells~~K-Star ~~Fargo~~Asset ~~Bank,~~Management ~~National Association~~LLC, as ~~Custodian~~ ofSpecial Servicer of the Pace Gallery HQ Mortgage Loan (see Exhibit 33.53)

33.14 ~~Pentalpha~~Wilmington ~~Surveillance~~Trust, ~~LLC~~National Association, as ~~Operating~~Trustee ~~Advisor~~ of the Pace Gallery HQ Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 33Explanatory Notes.6)

33.15 ~~CoreLogic~~Wells ~~Solutions,~~Fargo ~~LLC~~Bank, asNational ~~Servicing~~Association, ~~Function~~as ~~Participant~~Custodian of the Pace Gallery HQ Mortgage Loan (see Exhibit 33.76)

33.16 ~~Computershare~~Pentalpha ~~Trust~~Surveillance ~~Company~~LLC, ~~National Association,~~ as ~~Servicing~~Operating ~~Function~~Advisor ~~Participant~~of the ~~for~~Pace ~~the~~Gallery ~~Custodian~~HQ Mortgage Loan (see Exhibit 33.97)

33.17 ~~Wells~~CoreLogic ~~Fargo Bank~~Solutions, ~~National Association~~LLC, as ~~Primary~~Servicing Function ~~Servicer~~Participant of the ~~Pier~~Pace 70Gallery HQ Mortgage Loan (see Exhibit 33.18)

33.18 ~~Rialto~~Computershare ~~Capital~~Trust ~~Advisors~~Company, ~~LLC,~~National Association, as ~~Special~~Servicing ~~Servicer~~Function ofParticipant for the ~~Pier~~Custodian ~~70 Mortgage Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.10)

33.19 ~~Wilmington~~Wells ~~Trust~~Fargo Bank, National Association, as ~~Trustee~~Primary Servicer of the Pier 70 Mortgage Loan ~~(Omitted.~~ ~~See~~prior ~~Explanatory~~to ~~Notes~~March 1, 2025 (see Exhibit 33.1)

33.20 ~~Wells~~Trimont ~~Fargo Bank~~LLC, ~~National~~as ~~Association,~~Primary ~~as Custodian~~Servicer of the Pier 70 Mortgage Loan on and after March 1, 2025 (see Exhibit 33.52)

33.21 ~~Park~~Rialto ~~Bridge~~Capital ~~Lender~~Advisors, ~~Services~~ LLC, as ~~Operating Advisor~~Special Servicer of the Pier 70 Mortgage Loan (Omitted. See Explanatory Notes.)

33.22 ~~CoreLogic~~Wilmington ~~Solutions~~Trust, ~~LLC~~National Association, as ~~Servicing~~Trustee ~~Function Participant~~ of the Pier 70 Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 33Explanatory Notes.7)

33.23 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as Custodian ~~Servicing~~of ~~Function~~the ~~Participant~~Pier ~~for~~70 ~~the~~Mortgage ~~Custodian~~Loan (see Exhibit 33.96)

33.24 ~~Midland~~Park ~~Loan~~Bridge Lender Services, ~~a Division of PNC Bank~~LLC, ~~National~~ ~~Association,~~ as ~~Primary~~Operating Advisor ~~Servicer~~ of the ~~145~~Pier ~~Clinton~~70 Mortgage Loan

33.25 ~~CWCapital~~CoreLogic ~~Asset~~Solutions, ~~Management~~ LLC, as ~~Special~~Servicing Function ~~Servicer~~Participant of the ~~145~~Pier ~~Clinton~~70 Mortgage Loan (see Exhibit 33.8)

33.26 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant ~~145~~for ~~Clinton~~the ~~Mortgage Loan~~Custodian (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.10)

33.27 ~~Wells~~Midland ~~Fargo~~Loan ~~Bank~~Services, a Division of PNC Bank, National Association, as ~~Custodian~~ Primary Servicer of the 145 Clinton Mortgage Loan ~~(see Exhibit 33.5)~~

33.28 ~~Pentalpha~~CWCapital ~~Surveillance~~Asset Management LLC, as ~~Operating~~Special Servicer ~~Advisor~~ of the 145 Clinton Mortgage Loan ~~(see Exhibit 33.6)~~

33.29 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as ~~Servicing~~Trustee ~~Function~~of ~~Participant~~the ~~for~~145 ~~the~~Clinton ~~Custodian~~Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 33Explanatory Notes.9)

33.30 ~~Midland~~Wells ~~Loan~~Fargo ~~Services, a Division of PNC~~ Bank, National Association, as Custodian ~~Primary Servicer~~ of the ~~5444~~145 &Clinton ~~5430 Westheimer~~ Mortgage Loan (see Exhibit 33.246)

33.31 ~~CWCapital~~Pentalpha ~~Asset~~Surveillance ~~Management~~ LLC, as ~~Special Servicer~~Operating ofAdvisor of the ~~5444~~145 &Clinton ~~5430 Westheimer~~ Mortgage Loan (see Exhibit 33.257)

33.32 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant ~~5444~~for &the ~~5430 Westheimer~~Custodian ~~Mortgage Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.10)

33.33 ~~Wells~~Midland ~~Fargo~~Loan ~~Bank~~Services, a Division of PNC Bank, National Association, as ~~Custodian~~ Primary Servicer of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 33.527)

33.34 ~~Pentalpha~~CWCapital ~~Surveillance~~Asset Management LLC, as ~~Operating~~Special Servicer ~~Advisor~~ of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 33.628)

33.35 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as ~~Servicing~~Trustee ~~Function~~of ~~Participant~~the ~~for~~5444 ~~the~~& ~~Custodian~~5430 Westheimer Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 33Explanatory Notes.9)

33.36 Wells Fargo Bank, National Association, as ~~Primary~~ ~~Servicer~~Custodian of the 35444 ~~Park~~& ~~Avenue~~5430 Westheimer Mortgage Loan (see Exhibit 33.16)

33.37 ~~LNR~~Pentalpha ~~Partners,~~Surveillance LLC, as ~~Special~~Operating ~~Servicer~~Advisor of the ~~3 Park~~5444 ~~Avenue~~& 5430 Westheimer Mortgage Loan (see Exhibit 33.7)

33.38 ~~Wilmington~~Computershare Trust Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant 3for ~~Park~~the ~~Avenue Mortgage~~Custodian ~~Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.10)

33.39 ~~Citibank~~Wells Fargo Bank, ~~N.A.~~National Association, as ~~Custodian~~Primary Servicer of the 3 Park Avenue Mortgage Loan prior to March 1, 2025 (see Exhibit 33.1)

33.40 ~~Park~~Trimont ~~Bridge Lender Services~~ LLC, as ~~Operating Advisor~~Primary Servicer of the 3 Park Avenue Mortgage Loan on and after March 1, 2025 (see Exhibit 33.212)

33.41 ~~CoreLogic~~LNR ~~Solutions~~Partners, LLC, as ~~Servicing~~Special ~~Function Participant~~Servicer of the 3 Park Avenue Mortgage Loan ~~(see Exhibit 33.7)~~

33.42 ~~U.S.~~Wilmington ~~Bank~~Trust, National Association, as ~~Servicing Function~~Trustee ~~Participant~~ of the 3 Park Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

33.43 ~~Wells Fargo Bank~~Citibank, ~~National Association~~N.A., as ~~Primary Servicer~~Custodian of the ~~Fairbridge~~3 ~~Office~~Park ~~Portfolio~~ Avenue Mortgage Loan ~~(see Exhibit 33.1)~~

33.44 ~~LNR~~Park ~~Partners,~~Bridge Lender Services LLC, as ~~Special~~Operating Advisor ~~Servicer~~ of the ~~Fairbridge~~ ~~Office~~3 ~~Portfolio~~Park Avenue Mortgage Loan (see Exhibit 33.3724)

33.45 ~~Wilmington~~CoreLogic ~~Trust~~Solutions, ~~National Association~~LLC, as ~~Trustee~~Servicing Function Participant of the ~~Fairbridge~~3 ~~Office Portfolio~~Park Avenue Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.8)

33.46 ~~Citibank, N~~U.AS. Bank National Association, as ~~Custodian~~Servicing Function Participant of the ~~Fairbridge Office~~3 ~~Portfolio~~Park Avenue Mortgage Loan ~~(see Exhibit 33.39)~~

33.47 ~~Park~~Wells ~~Bridge~~Fargo ~~Lender~~Bank, ~~Services~~National ~~LLC~~Association, as ~~Operating Advisor~~Primary Servicer of the Fairbridge Office Portfolio Mortgage Loan prior to March 1, 2025 (see Exhibit 33.211)

33.48 ~~CoreLogic~~Trimont ~~Solutions,~~ LLC, as ~~Servicing~~Primary ~~Function Participant~~Servicer of the Fairbridge Office Portfolio Mortgage Loan on and after March 1, 2025 (see Exhibit 33.72)

33.49 ~~U.S.~~LNR ~~Bank~~Partners, ~~National Association~~LLC, as ~~Servicing Function~~Special ~~Participant~~Servicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 33.4241)

33.50 ~~Midland~~Wilmington ~~Loan Services~~Trust, ~~a Division of PNC Bank,~~ National Association, as ~~Primary~~Trustee ~~Servicer~~ of the ~~Albertsons~~Fairbridge ~~Industrial - PA~~Office Portfolio Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 33Explanatory Notes.24)

33.51 ~~KeyBank~~Citibank, ~~National Association~~N.A., as ~~Special~~Custodian ~~Servicer~~ of the ~~Albertsons Industrial~~Fairbridge -Office PAPortfolio Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.43)

33.52 ~~Wells~~Park ~~Fargo~~Bridge ~~Bank,~~Lender ~~National~~Services ~~Association~~LLC, as ~~Trustee~~Operating Advisor of the ~~Albertsons~~Fairbridge ~~Industrial -~~Office PAPortfolio Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~33.24)

33.53 ~~Wells~~CoreLogic ~~Fargo Bank~~Solutions, ~~National Association~~LLC, as Servicing Function ~~Custodian~~Participant of the ~~Albertsons~~Fairbridge ~~Industrial~~Office -Portfolio PA Mortgage Loan (see Exhibit 33.58)

33.54 ~~Park~~U.S. ~~Bridge~~Bank ~~Lender~~National ~~Services LLC~~Association, as ~~Operating~~Servicing ~~Advisor~~Function Participant of the ~~Albertsons~~Fairbridge ~~Industrial~~Office -Portfolio PA Mortgage Loan (see Exhibit 33.2146)

33.55 ~~Computershare~~Midland ~~Trust~~Loan ~~Company~~Services, a Division of PNC Bank, National Association, as ~~Servicing~~Primary ~~Function~~Servicer ~~Participant~~of ~~for~~ the ~~Custodian~~Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.927)

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

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

33.58 Wells Fargo Bank, National Association, as Custodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.6)

33.59 Park Bridge Lender Services LLC, as Operating Advisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.24)

33.60 Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian (see Exhibit 33.10)

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

34.1 Wells Fargo Bank, National Association, as Master Servicer prior to March 1, 2025

34.2 ~~K-Star~~Trimont ~~Asset Management~~ LLC, as ~~Special~~Master Servicer on and after March 1, 2025

34.3 ~~Wilmington~~K-Star ~~Trust,~~Asset ~~National~~Management ~~Association~~LLC, as ~~Trustee~~Special ~~(Omitted. See Explanatory Notes.)~~Servicer

34.4 ~~Wells~~Wilmington ~~Fargo Bank~~Trust, National Association, as ~~Certificate~~ ~~Administrator~~Trustee (Omitted. See Explanatory Notes.)

34.5 Wells Fargo Bank, National Association, as ~~Custodian~~Certificate Administrator

34.6 ~~Pentalpha~~Wells ~~Surveillance~~Fargo ~~LLC~~Bank, asNational ~~Operating~~Association, ~~Advisor~~as Custodian

34.7 ~~CoreLogic~~Pentalpha ~~Solutions,~~Surveillance LLC, as ~~Servicing~~Operating ~~Function Participant~~Advisor

34.8 ~~Computershare~~CoreLogic ~~Trust Company~~Solutions, ~~National Association~~LLC, as Servicing Function Participant ~~for the Certificate Administrator~~

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

34.10 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Primary Servicer~~Servicing ofFunction ~~the~~Participant ~~Pace~~for ~~Gallery~~the ~~HQ Mortgage Loan (see Exhibit 34.1)~~Custodian

34.11 ~~K-Star~~Wells ~~Asset~~Fargo ~~Management~~Bank, ~~LLC~~National Association, as ~~Special~~ Primary Servicer of the Pace Gallery HQ Mortgage Loan prior to March 1, 2025 (see Exhibit 34.21)

34.12 ~~Wilmington~~Trimont ~~Trust~~LLC, ~~National Association,~~ as ~~Trustee~~Primary Servicer of the Pace Gallery HQ Mortgage Loan ~~(Omitted.~~on ~~See~~and ~~Explanatory~~after ~~Notes~~March 1, 2025 (see Exhibit 34.2)

34.13 ~~Wells~~K-Star ~~Fargo~~Asset ~~Bank,~~Management ~~National Association~~LLC, as ~~Custodian~~ ofSpecial Servicer of the Pace Gallery HQ Mortgage Loan (see Exhibit 34.53)

34.14 ~~Pentalpha~~Wilmington ~~Surveillance~~Trust, ~~LLC~~National Association, as ~~Operating~~Trustee ~~Advisor~~ of the Pace Gallery HQ Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 34Explanatory Notes.6)

34.15 ~~CoreLogic~~Wells ~~Solutions,~~Fargo ~~LLC~~Bank, asNational ~~Servicing~~Association, ~~Function~~as ~~Participant~~Custodian of the Pace Gallery HQ Mortgage Loan (see Exhibit 34.76)

34.16 ~~Computershare~~Pentalpha ~~Trust~~Surveillance ~~Company~~LLC, ~~National Association,~~ as ~~Servicing~~Operating ~~Function~~Advisor ~~Participant~~of the ~~for~~Pace ~~the~~Gallery ~~Custodian~~HQ Mortgage Loan (see Exhibit 34.97)

34.17 ~~Wells~~CoreLogic ~~Fargo Bank~~Solutions, ~~National Association~~LLC, as ~~Primary~~Servicing Function ~~Servicer~~Participant of the ~~Pier~~Pace 70Gallery HQ Mortgage Loan (see Exhibit 34.18)

34.18 ~~Rialto~~Computershare ~~Capital~~Trust ~~Advisors~~Company, ~~LLC,~~National Association, as ~~Special~~Servicing ~~Servicer~~Function ofParticipant for the ~~Pier~~Custodian ~~70 Mortgage Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.10)

34.19 ~~Wilmington~~Wells ~~Trust~~Fargo Bank, National Association, as ~~Trustee~~Primary Servicer of the Pier 70 Mortgage Loan ~~(Omitted.~~ ~~See~~prior ~~Explanatory~~to ~~Notes~~March 1, 2025 (see Exhibit 34.1)

34.20 ~~Wells~~Trimont ~~Fargo Bank~~LLC, ~~National~~as ~~Association,~~Primary ~~as Custodian~~Servicer of the Pier 70 Mortgage Loan on and after March 1, 2025 (see Exhibit 34.52)

34.21 ~~Park~~Rialto ~~Bridge~~Capital ~~Lender~~Advisors, ~~Services~~ LLC, as ~~Operating Advisor~~Special Servicer of the Pier 70 Mortgage Loan (Omitted. See Explanatory Notes.)

34.22 ~~CoreLogic~~Wilmington ~~Solutions~~Trust, ~~LLC~~National Association, as ~~Servicing~~Trustee ~~Function Participant~~ of the Pier 70 Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 34Explanatory Notes.7)

34.23 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as Custodian ~~Servicing~~of ~~Function~~the ~~Participant~~Pier ~~for~~70 ~~the~~Mortgage ~~Custodian~~Loan (see Exhibit 34.96)

34.24 ~~Midland~~Park ~~Loan~~Bridge Lender Services, ~~a Division of PNC Bank~~LLC, ~~National~~ ~~Association,~~ as ~~Primary~~Operating Advisor ~~Servicer~~ of the ~~145~~Pier ~~Clinton~~70 Mortgage Loan

34.25 ~~CWCapital~~CoreLogic ~~Asset~~Solutions, ~~Management~~ LLC, as ~~Special~~Servicing Function ~~Servicer~~Participant of the ~~145~~Pier ~~Clinton~~70 Mortgage Loan (see Exhibit 34.8)

34.26 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant ~~145~~for ~~Clinton~~the ~~Mortgage Loan~~Custodian (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.10)

34.27 ~~Wells~~Midland ~~Fargo~~Loan ~~Bank~~Services, a Division of PNC Bank, National Association, as ~~Custodian~~ Primary Servicer of the 145 Clinton Mortgage Loan ~~(see Exhibit 34.5)~~

34.28 ~~Pentalpha~~CWCapital ~~Surveillance~~Asset Management LLC, as ~~Operating~~Special Servicer ~~Advisor~~ of the 145 Clinton Mortgage Loan ~~(see Exhibit 34.6)~~

34.29 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as ~~Servicing~~Trustee ~~Function~~of ~~Participant~~the ~~for~~145 ~~the~~Clinton ~~Custodian~~Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 34Explanatory Notes.9)

34.30 ~~Midland~~Wells ~~Loan~~Fargo ~~Services, a Division of PNC~~ Bank, National Association, as Custodian ~~Primary Servicer~~ of the ~~5444~~145 &Clinton ~~5430 Westheimer~~ Mortgage Loan (see Exhibit 34.246)

34.31 ~~CWCapital~~Pentalpha ~~Asset~~Surveillance ~~Management~~ LLC, as ~~Special Servicer~~Operating ofAdvisor of the ~~5444~~145 &Clinton ~~5430 Westheimer~~ Mortgage Loan (see Exhibit 34.257)

34.32 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant ~~5444~~for &the ~~5430 Westheimer~~Custodian ~~Mortgage Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.10)

34.33 ~~Wells~~Midland ~~Fargo~~Loan ~~Bank~~Services, a Division of PNC Bank, National Association, as ~~Custodian~~ Primary Servicer of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 34.527)

34.34 ~~Pentalpha~~CWCapital ~~Surveillance~~Asset Management LLC, as ~~Operating~~Special Servicer ~~Advisor~~ of the 5444 & 5430 Westheimer Mortgage Loan (see Exhibit 34.628)

34.35 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as ~~Servicing~~Trustee ~~Function~~of ~~Participant~~the ~~for~~5444 ~~the~~& ~~Custodian~~5430 Westheimer Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 34Explanatory Notes.9)

34.36 Wells Fargo Bank, National Association, as ~~Primary~~ ~~Servicer~~Custodian of the 35444 ~~Park~~& ~~Avenue~~5430 Westheimer Mortgage Loan (see Exhibit 34.16)

34.37 ~~LNR~~Pentalpha ~~Partners,~~Surveillance LLC, as ~~Special~~Operating ~~Servicer~~Advisor of the ~~3 Park~~5444 ~~Avenue~~& 5430 Westheimer Mortgage Loan (see Exhibit 34.7)

34.38 ~~Wilmington~~Computershare Trust Company, National Association, as ~~Trustee~~Servicing ofFunction ~~the~~Participant 3for ~~Park~~the ~~Avenue Mortgage~~Custodian ~~Loan~~ (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.10)

34.39 ~~Citibank~~Wells Fargo Bank, ~~N.A.~~National Association, as ~~Custodian~~Primary Servicer of the 3 Park Avenue Mortgage Loan prior to March 1, 2025 (see Exhibit 34.1)

34.40 ~~Park~~Trimont ~~Bridge Lender Services~~ LLC, as ~~Operating Advisor~~Primary Servicer of the 3 Park Avenue Mortgage Loan on and after March 1, 2025 (see Exhibit 34.212)

34.41 ~~CoreLogic~~LNR ~~Solutions~~Partners, LLC, as ~~Servicing~~Special ~~Function Participant~~Servicer of the 3 Park Avenue Mortgage Loan ~~(see Exhibit 34.7)~~

34.42 ~~U.S.~~Wilmington ~~Bank~~Trust, National Association, as ~~Servicing Function~~Trustee ~~Participant~~ of the 3 Park Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

34.43 ~~Wells Fargo Bank~~Citibank, ~~National Association~~N.A., as ~~Primary Servicer~~Custodian of the ~~Fairbridge~~3 ~~Office~~Park ~~Portfolio~~ Avenue Mortgage Loan ~~(see Exhibit 34.1)~~

34.44 ~~LNR~~Park ~~Partners,~~Bridge Lender Services LLC, as ~~Special~~Operating Advisor ~~Servicer~~ of the ~~Fairbridge~~ ~~Office~~3 ~~Portfolio~~Park Avenue Mortgage Loan (see Exhibit 34.3724)

34.45 ~~Wilmington~~CoreLogic ~~Trust~~Solutions, ~~National Association~~LLC, as ~~Trustee~~Servicing Function Participant of the ~~Fairbridge~~3 ~~Office Portfolio~~Park Avenue Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.8)

34.46 ~~Citibank, N~~U.AS. Bank National Association, as ~~Custodian~~Servicing Function Participant of the ~~Fairbridge Office~~3 ~~Portfolio~~Park Avenue Mortgage Loan ~~(see Exhibit 34.39)~~

34.47 ~~Park~~Wells ~~Bridge~~Fargo ~~Lender~~Bank, ~~Services~~National ~~LLC~~Association, as ~~Operating~~Primary ~~Advisor~~Servicer of the Fairbridge Office Portfolio Mortgage Loan prior to March 1, 2025 (see Exhibit 34.211)

34.48 ~~CoreLogic~~Trimont ~~Solutions,~~ LLC, as ~~Servicing~~Primary ~~Function Participant~~Servicer of the Fairbridge Office Portfolio Mortgage Loan on and after March 1, 2025 (see Exhibit 34.72)

34.49 ~~U.S.~~LNR ~~Bank~~Partners, ~~National Association~~LLC, as ~~Servicing Function~~Special ~~Participant~~Servicer of the Fairbridge Office Portfolio Mortgage Loan (see Exhibit 34.4241)

34.50 ~~Midland~~Wilmington ~~Loan Services~~Trust, ~~a Division of PNC Bank,~~ National Association, as ~~Primary~~Trustee ~~Servicer~~ of the ~~Albertsons~~Fairbridge ~~Industrial - PA~~Office Portfolio Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 34Explanatory Notes.24)

34.51 ~~KeyBank~~Citibank, ~~National Association~~N.A., as ~~Special~~Custodian ~~Servicer~~ of the ~~Albertsons Industrial~~Fairbridge -Office PAPortfolio Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.43)

34.52 ~~Wells~~Park ~~Fargo~~Bridge ~~Bank,~~Lender ~~National~~Services ~~Association~~LLC, as ~~Trustee~~Operating Advisor of the ~~Albertsons~~Fairbridge ~~Industrial -~~Office PAPortfolio Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~34.24)

34.53 ~~Wells~~CoreLogic ~~Fargo Bank~~Solutions, ~~National Association~~LLC, as Servicing Function ~~Custodian~~Participant of the ~~Albertsons~~Fairbridge ~~Industrial~~Office -Portfolio PA Mortgage Loan (see Exhibit 34.58)

34.54 ~~Park~~U.S. ~~Bridge~~Bank ~~Lender~~National ~~Services LLC~~Association, as ~~Operating~~Servicing ~~Advisor~~Function Participant of the ~~Albertsons~~Fairbridge ~~Industrial~~Office -Portfolio PA Mortgage Loan (see Exhibit 34.2146)

34.55 ~~Computershare~~Midland ~~Trust~~Loan ~~Company~~Services, a Division of PNC Bank, National Association, as ~~Servicing~~Primary ~~Function~~Servicer ~~Participant~~of ~~for~~ the ~~Custodian~~Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.927)

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

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

34.58 Wells Fargo Bank, National Association, as Custodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.6)

34.59 Park Bridge Lender Services LLC, as Operating Advisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.24)

34.60 Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian (see Exhibit 34.10)

35 Servicer compliance statements.

35.1 Wells Fargo Bank, National Association, as Master Servicer prior to March 1, 2025

35.2 ~~K-Star~~Trimont ~~Asset Management~~ LLC, as ~~Special~~Master Servicer on and after March 1, 2025

35.3 ~~Wells~~K-Star ~~Fargo~~Asset ~~Bank,~~Management ~~National Association~~LLC, as ~~Certificate Administrator~~Special Servicer

35.4 ~~Computershare~~Wells ~~Trust~~Fargo ~~Company~~Bank, National Association, as ~~Servicing Function Participant for the~~ as Certificate Administrator

35.5 ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, National Association, as ~~Primary Servicer~~Servicing ofFunction ~~the~~Participant ~~Pace~~for ~~Gallery~~the HQCertificate ~~Mortgage Loan (see Exhibit 35.1)~~ Administrator

35.6 ~~K-Star~~Wells ~~Asset~~Fargo ~~Management~~Bank, ~~LLC~~National Association, as ~~Special~~ Primary Servicer of the Pace Gallery HQ Mortgage Loan prior to March 1, 2025 (see Exhibit 35.21)

35.7 ~~Wells~~Trimont ~~Fargo Bank~~LLC, ~~National Association,~~ as Primary Servicer of the ~~Pier~~Pace Gallery 70HQ Mortgage Loan on and after March 1, 2025 (see Exhibit 35.12)

35.8 ~~Rialto~~K-Star ~~Capital~~Asset ~~Advisors,~~Management LLC, as Special Servicer of the ~~Pier~~Pace 70Gallery HQ Mortgage Loan (~~Omitted.~~see ~~See~~Exhibit ~~Explanatory Notes~~35.3)

35.9 ~~Midland~~Wells ~~Loan~~Fargo ~~Services, a Division of PNC~~ Bank, National Association, as Primary Servicer of the ~~145~~Pier ~~Clinton~~70 Mortgage Loan ~~(Omitted.~~prior ~~See~~to ~~Explanatory~~March ~~Notes~~1, 2025 (see Exhibit 35.1)

35.10 ~~CWCapital~~Trimont ~~Asset Management~~ LLC, as ~~Special~~Primary Servicer of the ~~145~~Pier ~~Clinton Mortgage~~70 Mortgage Loan ~~(Omitted.~~on ~~See~~and ~~Explanatory~~after ~~Notes~~March 1, 2025 (see Exhibit 35.2)

35.11 ~~Midland~~Rialto ~~Loan~~Capital ~~Services~~Advisors, ~~a Division of PNC Bank~~LLC, ~~National Association,~~ as ~~Primary~~ Special Servicer of the ~~5444~~Pier &70 ~~5430 Westheimer~~ Mortgage Loan (Omitted. See Explanatory Notes.)

35.12 ~~CWCapital~~Midland ~~Asset~~Loan ~~Management~~Services, ~~LLC~~a Division of PNC Bank, asNational ~~Special~~Association, as Primary Servicer of the ~~5444~~145 &Clinton ~~5430 Westheimer~~ Mortgage Loan (Omitted. See Explanatory Notes.)

35.13 ~~Wells~~CWCapital ~~Fargo~~Asset ~~Bank,~~Management ~~National Association~~LLC, as ~~Primary~~ Special Servicer of the 3145 ~~Park~~Clinton ~~Avenue~~ Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 35Explanatory Notes.1)

35.14 ~~LNR~~Midland ~~Partners~~Loan Services, ~~LLC~~a Division of PNC Bank, asNational ~~Special~~Association, as Primary Servicer of the 35444 ~~Park~~& ~~Avenue~~5430 Westheimer Mortgage Loan (Omitted. See Explanatory Notes.)

35.15 ~~Wells~~CWCapital ~~Fargo~~Asset ~~Bank,~~Management ~~National Association~~LLC, as ~~Primary~~ Special Servicer of the ~~Fairbridge~~5444 ~~Office~~& ~~Portfolio~~5430 Westheimer Mortgage Loan (~~see~~Omitted. ~~Exhibit~~See 35Explanatory Notes.1)

35.16 ~~LNR~~Wells ~~Partners~~Fargo Bank, ~~LLC~~National Association, as ~~Special~~ Primary Servicer of the ~~Fairbridge~~3 ~~Office~~Park ~~Portfolio~~ Avenue Mortgage Loan ~~(Omitted.~~prior ~~See~~to ~~Explanatory~~March ~~Notes~~1, 2025 (see Exhibit 35.1)

35.17 ~~Midland~~Trimont ~~Loan Services~~LLC, aas ~~Division~~Primary Servicer of ~~PNC~~the ~~Bank,~~3 ~~National Association, as Primary~~Park ~~Servicer~~Avenue ofMortgage ~~the~~Loan ~~Albertsons~~on ~~Industrial~~and -after PAMarch ~~Mortgage~~1, ~~Loan~~2025 (~~Omitted.~~see ~~See Explanatory~~Exhibit ~~Notes~~35.2)

35.18 ~~KeyBank~~LNR ~~National~~Partners, ~~Association~~LLC, as Special Servicer of the ~~Albertsons~~3 ~~Industrial -~~Park PAAvenue Mortgage Loan (Omitted. See Explanatory Notes.)

35.19 Wells Fargo Bank, National Association, as Primary Servicer of the Fairbridge Office Portfolio Mortgage Loan prior to March 1, 2025 (see Exhibit 35.1)

35.20 Trimont LLC, as Primary Servicer of the Fairbridge Office Portfolio Mortgage Loan on and after March 1, 2025 (see Exhibit 35.2)

35.21 LNR Partners, LLC, as Special Servicer of the Fairbridge Office Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

35.22 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the Albertsons Industrial - PA Mortgage Loan (Omitted. See Explanatory Notes.)

35.23 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 Mortgage Company (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 and incorporated by reference herein)

99.2 Mortgage Loan Purchase Agreement, dated as of February 1, 2019, between GS Mortgage Securities Corporation II and Citi Real Estate Funding Inc. (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on February 27, 2019 under Commission File No. 333-226082-01 and incorporated by reference herein)

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

SIGNATURES

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

GS Mortgage Securities Corporation II
(Depositor)

/s/ Scott Epperson

Scott Epperson, Chief Executive Officer

(senior officer in charge of securitization of the depositor)

Date: March 1920, ~~2025~~2026

Filing Compare · GS Mortgage Securities Trust 2019-GC38